Document
false0001272830 0001272830 2020-06-11 2020-06-11


 
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): June 11, 2020  
____________________________ 
 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: (732528-2600
(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 5.07. 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:
 
 
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
 
 
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
 
 
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


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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 12, 2020
By:
 
    /s/ Randy K. Rutherford
 
 
 
 
Randy K. Rutherford
Chief Legal Officer
 

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