UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 8, 2017
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VONAGE HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
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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)
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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 5.07. Submission of Matters to a Vote of Security Holders.
Vonage Holdings Corp. (the "Company") held its 2017 Annual Meeting of Stockholders on June 8, 2017. There were present at the Annual Meeting in person or by proxy stockholders holding an aggregate of 204,324,088 shares of common stock of a total of 221,841,441 shares entitled to vote at the meeting.
The results of the vote taken at the Annual Meeting were as follows:
Proposal No. 1 - Election of Class II Directors
The Company elected Carolyn Katz, John J. Roberts, and Carl Sparks as Class II directors for a term to expire at the 2020 annual meeting of stockholders and until his or her successor is duly elected and qualified. The results of the elections were as follows:
Votes | Broker | |||
Class II Director Nominees | Votes For | Against | Abstentions | Non-Votes |
Carolyn Katz | 167,595,040 | 3,622,963 | 6,884,410 | 26,221,675 |
John J. Roberts | 166,402,204 | 4,811,248 | 6,888,961 | 26,221,675 |
Carl Sparks | 168,458,137 | 2,752,325 | 6,891,951 | 26,221,675 |
The terms of the following directors, who were not up for re-election at the Annual Meeting, will continue: Jeffrey A. Citron, Naveen Chopra, Stephen Fisher, Hamid Akhavan, Gary Steele, and Alan Masarek.
Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
Votes | Broker | |||
Votes For | Against | Abstentions | Non-Votes | |
Ratification of the Appointment of Independent Registered Public Accounting Firm | 203,889,475 | 304,103 | 130,510 | 0 |
Proposal No. 3 -Advisory Vote to Approve Executive Compensation
Votes | Broker | |||
Votes For | Against | Abstentions | Non-Votes | |
Advisory Vote to Approve Executive Compensation | 158,815,020 | 18,719,460 | 567,933 | 26,221,675 |
Proposal No. 4 - Advisory Vote to Determine the Frequency of Votes to Approve Executive Compensation
Broker | |||||
1-Year | 2-Year | 3-Year | Abstentions | Non-Votes | |
Advisory Vote to Determine the Frequency of Votes to Approve Executive Compensation | 157,246,783 | 125,738 | 20,145,926 | 583,966 | 26,221,675 |
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In light of the above voting results, the Company will include a stockholder vote on the compensation of executives in its proxy materials annually until the next required vote on the frequency of stockholder votes on the compensation of executives.
Proposal No. 5 - Ratification of the Extension of our Tax Benefits Preservation Plan
Votes | Broker | |||
Votes For | Against | Abstentions | Non-Votes | |
Ratification of the Extension of our Tax Benefits Preservation Plan | 156,551,914 | 21,369,062 | 181,437 | 26,221,6750 |
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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: June 9, 2017 | By: | /s/ Randy K. Rutherford | |
Randy K. Rutherford Chief Legal Officer | |||
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