ADTRAN HOLDINGS, INC. Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K/A)

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives.

As indicated previously in the initial filing, from the closing of the exchange offer on July 15, 2022, Mr. Protiva was appointed to the Company’s Board of Directors (the “Board”) and as Vice Chairman of the Board. As part of these appointments, after the closing of the Exchange Offer, Mr. Protiva and ADVA entered into a settlement agreement on August 4, 2022 (the “Settlement Agreement”), pursuant to which Mr. Protiva and ADVA have agreed that (i) Mr. Protiva would resign as Chief Executive Officer (“CEO”) of ADVA and as a member of ADVA’s Board of Directors effective August 31, 2022(ii) That of Mr. Protiva existing service contract with ADVA would remain in effect until it expires on December 31, 2022 and (iii) Mr. Protiva would continue to receive his remuneration as CEO of ADVA until December 31, 2022but this Mr. Protiva would not be entitled to any severance pay in compensation for the expiration of his service contract. Pursuant to its existing service agreement, as described in ADVA’s 2021 Annual Report, for ADVA’s fiscal year ended December 31, 2021, Mr. Protiva received fixed compensation of €253,000, social benefits of €11,000, short-term variable compensation of €448,000 and long-term variable compensation of €197,000. Following the expiration of That of Mr. Protiva service contract on December 31, 2022it is expected that Mr. Protiva will receive remuneration for their duties on the Board in accordance with the Company’s standard remuneration arrangements for non-employee directors of the Company (including Nikos Theodosopoulos and Johanna Hey), which are described in ADTRAN, Inc.
Definitive proxy statement on Schedule 14A filed with the Security and Exchange Commission on March 29, 2022, as adjusted by the Board from time to time. The above summary of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. .

Item 9.01 Financial statements and supporting documents.

(a) Financial statements of acquired businesses

ADVA’s audited consolidated financial statements required by Section 9.01(a) of Form 8-K are attached as Schedule 99.1 to this Amendment and are incorporated herein by reference. ADVA’s unaudited consolidated financial statements required by Section 9.01(a) of Form 8-K are attached as Schedule 99.2 to this Amendment and are incorporated herein by reference.

(b) Pro forma financial information

The unaudited pro forma condensed combined financial information required by Item 9.01(b) of Form 8-K is attached as Exhibit 99.3 to this Amendment and is incorporated herein by reference.

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(d) Exhibits

 Exhibit  Description
 Number

  10.1      Settlement Agreement by and between ADVA Optical Networking SE and
          Mr. Brian L. Protiva
  23.1      Consent of PricewaterhouseCoopers GmbH
          Wirtschaftsprüfungsgesellschaft.
  99.1      Historical audited consolidated financial statements of ADVA Optical
          Networking SE
  99.2      Historical unaudited interim financial statements of ADVA Optical
          Networking SE
  99.3      Unaudited pro forma condensed combined financial information
   104    Cover Page Interactive Data File - the cover page iXBRL tags are
          embedded within the Inline XBRL document.




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