SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2021
VONAGE HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction|
|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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 7, 2021, Gary Steele notified the Board of Directors of Vonage Holdings Corp. (the "Company") that he will not stand for re-election as a member of the Company’s Board of Directors. Pursuant to the Company’s Corporate Governance Principles, he will resign from the Board, effective following the conclusion of the Company's 2021 Annual Meeting of Shareholders. Mr. Steele has served as a director since 2016, and his resignation did not result from any disagreement with the Company.
The Company thanks Mr. Steele for his many years of leadership on the Company's Board of Directors and the extraordinary contributions he has made to the Company throughout its transformation.
Item 9.01. Financial Statements and Exhibits
See accompanying Exhibit Index for a list of the exhibits furnished with this Current Report on Form 8-K.
|104||Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)|
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:||April 9, 2021||By:|| /s/ Randy K. Rutherford|
|Randy K. Rutherford|
Chief Legal Officer