0001272830-12-000061.txt : 20120907 0001272830-12-000061.hdr.sgml : 20120907 20120907170658 ACCESSION NUMBER: 0001272830-12-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120831 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120907 DATE AS OF CHANGE: 20120907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VONAGE HOLDINGS CORP CENTRAL INDEX KEY: 0001272830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 113547680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32887 FILM NUMBER: 121080804 BUSINESS ADDRESS: STREET 1: 23 MAIN STREET CITY: HOLMDEL STATE: NJ ZIP: 07733 BUSINESS PHONE: 732-528-2600 MAIL ADDRESS: STREET 1: 23 MAIN STREET CITY: HOLMDEL STATE: NJ ZIP: 07733 8-K 1 a8-k92012directormatters.htm 8-K 8-K 9/2012 Director Matters


 
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): August 31, 2012
 
____________________________ 
 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))
 
 
 



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On August 31, 2012, Peter Barris, a director of Vonage Holdings Corp. (the “Company”), notified the Company that he has decided to leave the Board of Directors after eight years of service, effective upon the appointment of Margaret Smyth to the Board of Directors. Mr. Barris' decision to resign did not result from any disagreement with the Company.
(d) On September 6, 2012, the Board of Directors of the Company elected Margaret (Peggy) Smyth to serve as a member of the Company’s Board of Directors. Ms. Smyth will participate in the Company’s standard director compensation arrangements applicable to directors who are not employees of the Company described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 27, 2012 and incorporated herein by reference. In accordance with the Company’s director compensation program, Ms. Smyth received an option to purchase 150,000 shares of the Company’s common stock at an exercise price of $2.25, the closing price of the Company’s common stock on September 6, 2012. The stock option vests over a period of four years, vesting as to 25% of the underlying shares on the first anniversary of the date of grant and as to the remaining underlying shares in equal quarterly installments thereafter. The stock options vest in full upon a change in control.
Ms. Smyth will serve as a Class I director of the Company and will be nominated for re-election at the 2013 annual meeting of stockholders. Ms. Smyth has been appointed to the Company's Audit Committee.
A copy of the press release announcing the election of Ms. Smyth is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


 

2



Item 9.01.    Financial Statements and Exhibits.
10.1    Non-Executive Director Compensation Program.*

99.1    Press Release issued by Vonage Holdings Corp. on September 7, 2012.

*Incorporated by reference to Vonage Holding Corp.’s Current Report on Form 8-K (File No. 001-32887) filed on February 15, 2011.


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: September 7, 2012
By:
 
    /s/ Kurt M. Rogers
 
 
 
 Kurt M. Rogers
Chief Legal Officer
 

3


Item 9.01.    Financial Statements and Exhibits.
10.1    Non-Executive Director Compensation Program.*

99.1    Press Release issued by Vonage Holdings Corp. on September 7, 2012.

*Incorporated by reference to Vonage Holding Corp.’s Current Report on Form 8-K (File No. 001-32887) filed on February 15, 2011.



4
 EX-99.1 2 psmythbarrispressrelease09.htm 8-K PSmythBarrisPressRelease090712

Exhibit 99.1
Margaret (“Peggy”) Smyth Elected to Board of Directors of Vonage Holdings Corp.

HOLMDEL, N.J., September 7, 2012 -- Vonage Holdings Corp. (NYSE: VG), a leading provider of communications services connecting people through cloud-connected devices worldwide, announced that it has elected Ms. Margaret (“Peggy”) Smyth to serve as a member of its Board of Directors. She will also serve on the Company’s Audit Committee.
Ms. Smyth brings a strong financial and accounting background to the Board combined with a seasoned strategic perspective. Prior to her current role as Vice President of Finance at Con Edison, Ms. Smyth held several senior leadership positions at United Technologies Corporation (“UTC”) including Corporate Controller and Chief Financial Officer of UTC’s Hamilton Sundstrand division. Prior to that, Ms. Smyth was Vice President and Chief Accounting Officer of 3M and a senior partner at two leading global accounting and professional services firms. Ms. Smyth is an appointed member of the International Financial Reporting Standards Interpretations Committee, where she has served since 2008.

Ms. Smyth currently serves as a Director and Chair of the Finance Committee for Martha Stewart Living Omnimedia, and is on the board of Mutual of America Investment Corporation and Mutual of America Institutional Funds.

"Peggy’s global business experience and strong accounting background make her a valuable addition to the Board,” said Marc Lefar, Vonage's CEO. “Her guidance on financial and strategic matters will serve Vonage and its shareholders well as we continue to execute on our strategic growth initiatives and capital allocation strategy.”

“I am very excited to join the Vonage Board,” said Ms. Smyth. “The Company has accomplished a great deal over the past several years having completed a strategic, operational and financial transformation. I look forward to helping Vonage build upon this progress as it seeks to meet consumers’ communications needs worldwide."

She earned a master's degree in accounting from NYU Leonard N. Stern School of Business, and an undergraduate degree in economics from Fordham University, graduating summa cum laude from both. She is an alumna of the Aspen Institute's Henry Crown Fellows Program.

In addition, Vonage today announced that on August 31, 2012, Peter Barris informed the Company that he has decided to leave the Board of Directors after eight years of service. “Since joining Vonage’s Board, the Company has transformed from a small start-up to a leading VoIP communications provider generating substantial free cash flow. I am impressed with what Vonage has accomplished and remain fully supportive of the


Company’s management and strategic direction,” said Mr. Barris. Vonage thanks Mr. Barris for his many years of leadership on its Board of Directors and valuable contributions to the Company.
About Vonage
Vonage (NYSE: VG) is a leading provider of communications services connecting individuals through cloud-connected devices worldwide. Our technology serves approximately 2.4 million subscriber lines. We provide feature-rich, affordable communication solutions that offer flexibility, portability and ease-of-use. Our Vonage World plan offers unlimited calling to more than 60 countries with popular features like call waiting, call forwarding and visual voicemail -- for one low monthly rate. Our Vonage Mobile® app lets users make free high-definition calls and send free texts to all users of the app, worldwide. The app works over Wi-Fi, 3G and 4G wireless data networks. Vonage's service is sold on the web and through regional and national retailers including Wal-Mart, Best Buy, Kmart and Sears, and is available to customers in the U.S. (www.vonage.com), Canada (www.vonage.ca) and the United Kingdom (www.vonage.co.uk).
Vonage Holdings Corp. is headquartered in Holmdel, New Jersey. Vonage® is a registered trademark of Vonage Marketing LLC., owned by Vonage America Inc.
To follow Vonage on Twitter, please visit www.twitter.com/vonage. To become a fan on Facebook, go to www.facebook.com/vonage. To subscribe on YouTube, visit www.youtube.com/vonage.

Vonage Investor Contact:

Vonage Media Contact:

Leslie Arena
732.203.7372 
lesie.arena@vonage.com
Jen Holzapfel
732.444.2585 
jennifer.holzapfel@vonage.com