UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2020
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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.) |
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| 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 | | VG | | Nasdaq Global Select Market |
Item 1.01. Entry into a Material Definitive Agreement
On February 26, 2020, Vonage Holdings Corp. (the "Company") entered into a Renewal Agreement (the "Renewal Agreement") to the Cooperation Agreement dated March 15, 2019 (the "Cooperation Agreement") among Legion Partners Asset Management, LLC and certain related investors (collectively, "Legion Partners") and the Company.
Pursuant to the Renewal Agreement, Michael J. McConnell will be renominated for a one-year term at the 2020 Annual Meeting of Stockholders. In addition, the Renewal Agreement provides that the Standstill Period (as defined in the Renewal Agreement) shall be extended until the date that is 15 calendar days prior to the last day of the advance notice period for the submission by stockholders of director nominations for the Company’s 2021 Annual Meeting of stockholders, as set forth in the advance notice provisions of the Company’s Amended and Restated By-laws, which is subject to earlier termination under certain circumstances.
The Board of Directors added three independent directors, Jan Hauser, Priscilla Hung and Mr. McConnell, during 2019 and continues to be committed to ongoing refreshment.
The foregoing description of the Renewal Agreement does not purport to be complete and is qualified in its entirety by reference to Renewal Agreement, which is filed as Exhibit 10.1 hereto and is incorporated into this report by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
See accompanying Exhibit Index for a list of the exhibits furnished with this Current Report on Form 8-K.
EXHIBIT INDEX
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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| | | VONAGE HOLDINGS CORP. |
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| Date: | February 27, 2020 | By: | | /s/ Randy K. Rutherford |
| | | | | Randy K. Rutherford Chief Legal Officer |
