Attached files

file filename
EX-99.1 - EXHIBIT - VONAGE HOLDINGS CORPconfidentialdraft-katzcaro.htm


 
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): January 30, 2014
 
____________________________ 
 VONAGE HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
 
 ____________________________ 
 
Delaware
 
001-32887
 
11-3547680
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
23 Main Street, Holmdel, NJ
 
07733
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant's telephone number, including area code: (732) 528-2600
 
(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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On January 30, 2014, Jeffrey Misner, a director of Vonage Holdings Corp. (the “Company”), notified the Company that he has decided to leave the Board of Directors after six years of service, effective at the close of business on February 6, 2014. Mr. Misner's decision to resign did not result from any disagreement with the Company.
(d) On January 30, 2014, the Board of Directors of the Company elected Carolyn Katz to serve as a member of the Company’s Board of Directors. Ms. Katz will participate in the Company’s standard director compensation arrangements applicable to directors who are not employees of the Company, as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 26, 2013 and incorporated herein by reference. In accordance with the Company’s director compensation program, Ms. Katz received an option to purchase 150,000 shares of the Company’s common stock at an exercise price of $4.73, the closing price of the Company’s common stock on January 30, 2014. The stock option vests over a period of four years, vesting as to 25% of the underlying shares on the first anniversary of the date of grant and as to the remaining underlying shares in equal quarterly installments thereafter. The stock options vest in full upon a change in control.
Ms. Katz will serve as a Class II director of the Company and will be nominated for re-election at the 2014 annual meeting of stockholders. Ms. Katz has been appointed to the Company's Audit Committee.
Ms. Katz is the executive chair of Author & Company, a digital publisher, a role in which she has served since 2012. Previously, Ms. Katz served as a principal of Providence Equity Partners Inc., a private investment firm specializing in equity investments in telecommunications and media companies and as a managing mirector and co-head of Emerging Communications with Goldman, Sachs & Co. Ms. Katz currently serves on the board of directors of NII Holdings, Inc., a multinational cellular telecommunications company, and American Tower Corporation, a provider of wireless and broadcast communications infrastructure.
A copy of the press release announcing the election of Ms. Katz is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


 

2




Item 9.01.    Financial Statements and Exhibits.

99.1    Press Release issued by Vonage Holdings Corp. on February 3, 2014.





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.
 
 
VONAGE HOLDINGS CORP.
 
 
 
 
Date: February 3, 2014
By:
 
    /s/ Kurt M. Rogers
 
 
 
 Kurt M. Rogers
Chief Legal Officer
 

3



Item 9.01.    Financial Statements and Exhibits.

99.1    Press Release issued by Vonage Holdings Corp. on February 3, 2014.






4