UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2012
IDT CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-16371
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22-3415036
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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520 Broad Street
Newark, New Jersey
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07102
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (973) 438-1000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.07 Submission of Matters to a Vote of Security Holders. |
(a) IDT Corporation’s (the “Company”) Annual Meeting of Stockholders was held on December 17, 2012 (the “Meeting”). Stockholders voted on the matters set forth below.
(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.
The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
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Nominee
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Votes For
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Votes Against
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Abstentions
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Lawrence E. Bathgate
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6,038,699 | 127,325 | 3,735 | |||||||||
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Eric F. Cosentino
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6,086,394 | 79,338 | 4,026 | |||||||||
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Bill Pereira
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6,096,967 | 69,448 | 3,344 | |||||||||
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Howard S. Jonas
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5,599,549 | 567,676 | 2,534 | |||||||||
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Judah Schorr
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6,093,292 | 72,475 | 3,992 | |||||||||
There were no broker non-votes for this item.
(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with an advisory vote on the compensation of the “Named Executive Officers” identified in the 2012 Summary Compensation Table in the “Executive Compensation” section of the Company’s 2012 Proxy Statement.
The number of votes cast with respect to this matter was as follows:
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Votes For
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Votes Against
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Abstentions
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5,753,005
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411,300
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4,453
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There were no broker non-votes for this item.
(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with an advisory vote on the frequency of future advisory votes on the compensation of the “Named Executive Officers.”
The number of votes cast with respect to this matter was as follows:
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1 Year
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2 Years
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3 Years
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Abstentions
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693,199
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5,000
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5,465,686
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5,873
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There were no broker non-votes for this item.
(d) Based upon the results set forth in item (b) (3) above, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders once every three years.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IDT CORPORATION
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By:
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/s/ Howard S. Jonas
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Name:
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Howard S. Jonas
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Title:
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Chairman of the Board and Chief Executive Officer
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Dated: December 20, 2012