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): June 11, 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 5.07. Submission of Matters to a Vote of Security Holders.
Vonage Holdings Corp. (the "Company") held its Annual Meeting on June 11, 2020. There were present at the Annual Meeting in person or by proxy stockholders holding an aggregate of 217,962,288 shares of common stock of a total of 245,338,067 shares entitled to vote at the Annual Meeting.
The results of the vote taken at the Annual Meeting were as follows:
Proposal No. 1 – Election of Class I and Class II Directors
The Company elected Hamid Akhavan, Jan Hauser, Priscilla Hung, Carolyn Katz, Alan Masarek, Michael McConnell, John Roberts, and Gary Steele as Class I and Class II directors for a term to expire at the 2021 annual meeting of stockholders and until his or her successor is duly elected and qualified. The results of the elections were as follows:
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| | | Votes | | Broker |
| Director Nominees | Votes For | Against | Abstentions | Non-Votes |
| Hamid Akhavan | 193,201,010 | 1,261,793 | 253,651 | 23,246,234 |
| Jan Hauser | 193,269,413 | 1,249,277 | 197,764 | 23,246,234 |
| Priscilla Hung | 194,189,053 | 337,530 | 189,871 | 23,246,234 |
| Carolyn Katz | 193,153,433 | 1,373,268 | 189,753 | 23,246,234 |
| Alan Masarek | 194,166,726 | 376,306 | 173,422 | 23,246,234 |
| Michael McConnell | 194,052,344 | 464,496 | 199,614 | 23,246,234 |
| John Roberts | 190,952,381 | 3,559,498 | 204,575 | 23,246,234 |
| Gary Steele | 111,586,006 | 82,924,995 | 205,453 | 23,246,234 |
The terms of the following directors, who were not up for re-election at the Annual Meeting, will continue: Jeffrey Citron and Stephen Fisher.
Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm
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| | | Votes | |
| | Votes For | Against | Abstentions |
| Ratification of the Appointment of Independent Registered Public Accounting Firm | 214,895,044 | 2,745,809 | 321,835 |
Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation
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| | | Votes | | Broker |
| | Votes For | Against | Abstentions | Non-Votes |
| Advisory Vote to Approve Named Executive Officer Compensation | 175,454,868 | 18,990,947 | 270,639 | 23,246,234 |
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: | June 12, 2020 | By: | | /s/ Randy K. Rutherford |
| | | | | Randy K. Rutherford Chief Legal Officer |
