VONAGE HOLDINGS CORP (Form: 8-K, Received: 06/07/2019 17:28:18)


 
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 6, 2019
____________________________ 
  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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
 
New York Stock Exchange

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 o

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. o
 





Item 5.07. Submission of Matters to a Vote of Security Holders.
Vonage Holdings Corp. (the " Company ") held its Annual Meeting on June 6, 2019. There were present at the Annual Meeting in person or by proxy stockholders holding an aggregate of 227,100,154 shares of common stock of a total of 242,415,616 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 Directors
The Company elected Alan Masarek, Hamid Akhavan, Michael McConnell, and Gary Steele as Class I directors for a term to expire at the 2020 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
Class I Director Nominees
Votes For
Against
Abstentions
Non-Votes
Alan Masarek
203,962,074
1,048,111
29,776
22,060,193
Hamid Akhavan
201,389,304
3,617,298
33,359
22,060,193
Michael McConnell
204,464,203
542,529
33,229
22,060,193
Gary Steele
156,093,956
48,913,062
32,943
22,060,193
The terms of the following directors, who were not up for re-election at the Annual Meeting, will continue: Naveen Chopra, Jeffrey Citron, Carolyn Katz, Stephen Fisher, and John Roberts.

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
225,903,422
1,072,142
124,590

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
174,942,535
29,958,954
138,472
22,060,193





Proposal No. 4 – Approve the Amended and Restated 2015 Equity Incentive Plan
 
 
Votes
 
Broker
 
Votes For
Against
Abstentions
Non-Votes
Approve Amended and Restated 2015 Equity Incentive Plan
139,825,135
65,103,124
111,702
22,060,193

Proposal No. 5 – Ratify the Extension of the Company's Tax Benefits Preservation Plan
 
 
Votes
 
Broker
 
Votes For
Against
Abstentions
Non-Votes
Ratify the extension of the Tax Benefits and Preservation Plan
194,171,986
10,768,466
99,509
22,060,193





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 7, 2019
By:
 
     /s/ Randy K. Rutherford
 
 
 
 Randy K. Rutherford
Chief Legal Officer




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