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): February 26, 2021
____________________________
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):
| | | | | |
| ☐ | 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 1.01. Entry into a Material Definitive Agreement
On February 26, 2021, Vonage Holdings Corp. (the “Company”) entered into Amendment No. 1 (the "Amendment") to the Renewal Agreement (the "Renewal Agreement") to the Cooperation Agreement dated March 15, 2019, among Legion Partners Asset Management, LLC and certain related investors (collectively, "Legion Partners") and the Company, extending the term 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 2022 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 foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, 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 filed 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) |
| | |
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. |
| | | | |
| Date: | February 26, 2021 | By: | | /s/ Randy K. Rutherford |
| | | | Randy K. Rutherford
Chief Legal Officer |
