Vonage Holdings Corporation

06/07/2021 | Press release | Distributed by Public on 06/07/2021 14:10

Material Modification to Rights of Security Holders (Form 8-K)

Material Modification to Rights of Security Holders
The information set forth in Item 8.01 regarding the extension of the Tax Benefits Preservation Plan is incorporated into this Item 3.03 by reference.

Submission of Matters to a Vote of Security Holders
Vonage Holdings Corp. (the 'Company') held its annual meeting of shareholders on June 3, 2021 (the 'Annual Meeting'). There were present at the Annual Meeting in person or by proxy shareholders holding an aggregate of 226,683,374 shares of common stock of a total of 251,338,651, or 90.2%, of the 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 Directors
The Company elected Hamid Akhavan, Jeffrey Citron, Stephen Fisher, Jan Hauser, Priscilla Hung, Carolyn Katz, Michael McConnell, Rory Read, John Roberts, and Tien Tzuo as directors for a term to expire at the 2022 annual meeting of shareholders and until his or her successor is duly elected and qualified. The results of the elections were as follows:
Director Nominees
Votes For
Votes Against
Abstentions
Broker Non-Votes
Hamid Akhavan
206,620,331 578,765 252,747 19,231,531
Jeffrey Citron 204,623,052 2,666,179 162,612 19,231,531
Stephen Fisher 170,426,343 36,831,224 194,276 19,231,531
Jan Hauser
206,787,221 435,541 229,081 19,231,531
Priscilla Hung
206,956,194 267,664 227,985 19,231,531
Carolyn Katz
172,495,213 34,727,790 228,840 19,231,531
Michael McConnell
206,583,893 637,077 230,873 19,231,531
Rory Read 206,648,440 573,272 230,131 19,231,531
John Roberts
201,943,560 5,276,799 231,484 19,231,531
Tien Tzuo
205,334,521 1,087,627 1,029,695 19,231,531
Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
Votes For
Votes Against
Abstentions
Ratification of the Appointment of Independent Registered Public Accounting Firm
225,810,288
713,741
159,345

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Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation
Votes For
Votes Against
Abstentions
Non-Votes
Advisory Vote to Approve Named Executive Officer Compensation
94,702,295
105,786,520
6,963,028
19,231,531
Other Events
On June 3, 2021, the Board of Directors approved the extension of the Company's Tax Benefits Preservation Plan (the 'Plan') through June 30, 2023, in order to preserve the treatment of the Company's net operating losses for United States federal income tax purposes. The Plan was originally set to expire on June 30, 2021. The Board of Directors has determined that the Plan will be submitted for stockholder ratification at its next regularly scheduled meeting of shareholders in 2022. A copy of the Plan is available in the Company's proxy statement, filed with the Securities & Exchange Commission, on April 25, 2019.
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

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)


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