Good morning and welcome to the 2025 annual meeting of stockholders of ADTRAN Holdings, Inc. I am Tom Stanton, Chairman of the Board and Chief Executive Officer of the company. It is my pleasure to welcome you, and I would like to thank you for attending today's meeting. Before we begin the formal portion of the meeting, I'd like to introduce your Board of Directors, each being nominated for reelection and participating with us today. We have Fenwick Huss, Greg McCray, Paul Lenaerts, Paul Lenaerts , Nikos Theodopoulos, and Kathy Walker. As reflected in our directors' biographies provided in the proxy statement, these directors represent a broad diversity of skills, background, and talent, ensuring that our Board has an effective mix of technical, financial, operating, and management experience. We would also like to welcome Tony DeGance, Partner with the firm PricewaterhouseCoopers .
PwC acknowledges its ability to make a statement but has chosen not to do so. Thank you for joining us today, Tony. Before calling the meeting to order, I would like to take this opportunity to provide a few remarks on the business. Before I do so, however, I'd like to remind our participants that matters discussed at this meeting may include certain forward-looking statements that represent the company's expectations or best judgment based on factors currently known. These statements, by their nature, involve risks and uncertainties which may be beyond the company's control. Actual results could differ from those expressed or implied, so I encourage our participants to read our full forward-looking statements, including those contained in the risk factors section of the company's latest 10-K and 10-Q filings and elsewhere in the company's filings with the SEC.
The past year was one of operational discipline and strategic investment, which progressively led to tangible improvements in our financial performance and a stronger market position, especially during the second half of 2024. As a result of our execution during 2024, we entered 2025 in a position of increased strength, with improving market conditions, a highly differentiated portfolio offering, and improving financial fundamentals, including cash flow generation. As we move into the second half of 2025, we expect the momentum to continue as communication service providers reinvest in their networks following the recent market slowdown. Support for fiber infrastructure expansion remains strong, particularly in our key U.S. and European markets. Our commitment to disciplined execution, innovation, and operational excellence remains unwavering as we work to continue to create long-term value for stockholders.
To our stockholders, thank you for your trust and confidence as we continue to build a stronger, more agile ADTRAN that we believe will be poised for long-term success. Finally, I want to express my deepest gratitude to our dedicated employees for their resilience, ingenuity, and unwavering commitment. Your hard work is the driving force behind our success, and I am very thankful to be working with you. To begin the formal portion of the meeting, I would like to appoint Dana Crim to act as Secretary of the meeting to record the proceedings. The Board has appointed Beth Vanderbrugt with Carillon Group as the Inspector of Election to, among other things, certify the vote for each of the proposals. Broadridge Financial Solutions is the distributor of meeting records and tabulator of the votes.
The agenda for today's meeting, the rules of conduct, and the instructions for submitting a question are available on the meeting website. During the meeting, you may submit questions electronically, and the company will post answers to pertinent questions in the investors' relations section of our website. The questions and answers will be available for 30 days after posting. The meeting is now formally called to order, and I note that the current time is 11:34 A.M. Central on July 24th, 2025. The first order of business is to establish that notice of this meeting was duly given to all stockholders of record at the close of business on May 29th, 2025, who are entitled to notice of and to vote at this annual meeting.
I have in my possession an affidavit of distribution executed by Broadridge Financial Solutions certifying that either the notice of end access or the notice of meeting, the amended and restated proxy statement, and the amended annual report were properly mailed to the stockholders entitled to notice. A copy of the notice of the meeting and the affidavit will be incorporated into the meeting's minutes and will be available along with a list of stockholders for inspection. In addition to the bylaws of the company, the bylaws of the company provide that a quorum shall constitute the presence of a majority of the outstanding shares of capital stock entitled to vote. Represented in person or by proxy at the meeting, I have been advised by our Inspector of Elections that at least 63,619,736 shares, which is 79.49% of the total number of shares outstanding and entitled to vote, are represented.
Therefore, a quorum is present to conduct today's meeting. Accordingly, we will proceed with the business of the meeting. Stockholders who have previously voted following the company's delivery of the new notice and access form or your new proxy card on or after June 6th of 2025 do not need to take any further action unless you wish to change your prior vote. If you would like to vote today or if you would like to change your vote, you may do so by following the instructions on the meeting website. The notice of this meeting and the proxy statement note three items of business to be voted on by the stockholders.
These are Proposal One, the election of the seven directors to serve until the 2026 annual meeting. Proposal Two, an advisory say on pay proposal with regard to the compensation of our named executive officers; and Proposal Three, the ratification of the audit committee's appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2025. I now formally declare the polls open for the vote on the three proposals described in our proxy statement. In the interest of time, we will announce the vote totals after the voting on all proposals is completed. The first proposal to be voted on is the election of seven directors, each of whom is currently a director of the company. Directors elected at this meeting will serve a one-year term expiring at the 2026 annual meeting of stockholders.
You can find more information about the seven directors in the proxy statement. The Board recommends that you vote for each of the seven directors nominated to serve as a director of the company. The second proposal to be voted on is an advisory proposal with respect to the compensation of the company's named executive officers. This proposal is being presented to provide the stockholders the opportunity to endorse or not endorse our executive pay program and the compensation of our named executive officers. As this vote is advisory in nature, it will not be binding upon the Board or the compensation committee. However, the compensation committee values stockholders' opinions on this matter and will consider these voting results when determining named executive officer compensation matters in the future. The Board recommends that you approve the advisory say on pay resolution.
The third proposal to be voted on is the ratification by stockholders of the appointment of the audit by the audit committee of our Board of Directors of PricewaterhouseCoopers LLP, as the company's independent registered public accounting firm for the current year ending December 31, 2025. The Board recommends that you ratify the appointment of PricewaterhouseCoopers LLP. We'll now pause briefly to allow stockholders to submit any votes. Thank you for your participation. Let me wait for any votes that may need to be submitted. Thank you for your participation. I now declare the polls closed and will ask Ms. Crim to provide the preliminary vote totals for each of the three proposals.
Based on the proxies received, the preliminary report of the inspector is in. For item one, the election of the directors, the number of votes cast for each of the seven nominees exceeds the number of votes cast against such nominees. With respect to the advisory say on pay vote, the majority of the shares of common stock represented and entitled to vote on the proposal have been voted in favor of the approval of the say on pay resolution approving the compensation of our named executive officers. Third, the majority of the shares represented and entitled to vote on the proposal have approved the ratification of the appointment of PricewaterhouseCoopers to serve as the company's independent registered public accounting firm for the 2025 fiscal year.
I hereby declare that the proposed director nominees have been properly elected as directors of the company to hold office until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified. Furthermore, the stockholders have approved on an advisory basis the compensation of the company's named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2025. The final report of the inspector of election, which contains the vote totals, will be filed with the minutes of this meeting in the company's minute book. The final vote results will be reported in the Form 8-K that will be filed with the SEC within four business days following today's meeting.
Thank you, Dana. With the business of this year's annual meeting complete, the meeting is hereby adjourned at 11:41 A.M. Central Time on July 24, 2025. On behalf of ADTRAN Holdings's Board of Directors, thank you for participating in our annual meeting and for your continued support. This now concludes the meeting. Thank you for joining. You may now disconnect and have a pleasant day.
The host has ended this call. Goodbye.