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 31, 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.) |
| | | | | | | | | | | | | | | | | |
| 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):
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | | | |
| ☐ | 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: | | | | | | | | | | | | | | |
| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 31, 2020, Vonage Holdings Corp. (the "Company") and Timothy Shaughnessy, the Company's Interim Chief Financial Officer, entered into an amendment (the "Amendment") to Mr. Shaughnessy's Fixed Term Employment Contract (the "Agreement"). The Amendment provides that Mr. Shaughnessy will continue to serve as the Company's Interim Chief Financial Officer through February 28, 2021, with an option to further extend Mr. Shaughnessy's service through March 31, 2021, upon mutual agreement between the Company and Mr. Shaughnessy. In connection with his extended service, the Amendment provides that Mr. Shaughnessy will be paid a salary of $400,000 per month of service. In addition, Mr. Shaughnessy is eligible to receive a bonus, in such amount and form payable, subject to the discretion of the Compensation Committee of the Company’s Board of Directors.
All other terms in the Agreement remain in full force and effect. The above summary of the Amendment does not purport to be complete in its entirety and is qualified by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference in this Current Report on Form 8-K.
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
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| 10.1 | | |
| | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document) |
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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.
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| | VONAGE HOLDINGS CORP. |
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| Date: | January 7, 2021 | By: | | /s/ Randy K. Rutherford |
| | | | Randy K. Rutherford
Chief Legal Officer |
