VONAGE HOLDINGS CORP. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The Committee approved the following for each named executive officer:
• For Rory Read , an accelerated bonus payment in the amount of $1,221,875
and the settlement of 298,056 restricted stock units with 180,770 shares
of restricted stock (after payment of applicable withholding taxes).
• For Rodolpho Cardenuto , an accelerated bonus payment in the amount of
$575,000 and the settlement of 50,485 restricted stock units and 319,163
performance stock units with 180,569 shares of restricted stock (after
payment of applicable withholding taxes).
If a named executive officer's service terminates under circumstances that would otherwise have resulted in the forfeiture of all or any portion of a restricted stock unit award or performance stock unit award, any restricted stock issued in respect of such award will be forfeited and any shares withheld by the Company for the satisfaction of withholding taxes (or cash equal to the fair market value of such shares) will be subject to recovery by the Company. With respect to any performance stock units, if at the end of the applicable performance period, actual performance is less than the assumed level of performance, the applicable number of shares of restricted stock will be forfeited and any shares withheld by the Company for the satisfaction of withholding taxes will be subject to recovery by the Company, and if actual performance is greater than the assumed level of performance, the named executive officer will be issued additional shares of restricted stock. Notwithstanding the foregoing, upon the occurrence of the closing date under the Merger Agreement, the applicable performance periods will end and any relevant calculations will be made as of the closing date.
Certain other executive officers have also entered into agreements with the Company providing for the actions described above.
The restricted stock issued in settlement of the awards will generally be treated in the same manner as restricted stock units and performance stock units are treated under the terms of the Merger Agreement.
Additional Information and Where to Find It
In connection with the proposed merger, the Company has filed and intends to
file relevant materials with the
2
--------------------------------------------------------------------------------
THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE BUSINESS TO BE CONDUCTED AT THE SPECIAL MEETING. All such
documents, when filed, may be obtained free of charge at the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders with
respect to the proposed merger. Information about the Company's directors and
executive officers and their ownership of the Company's common stock is set
forth in the proxy statement on Schedule 14A filed with the
Forward-Looking Statements
This communication contains forward-looking statements, including statements regarding the effects of the proposed acquisition of the Company by Ericsson, that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. In addition, other statements in this communication that are not historical facts or information may be forward-looking statements. The forward-looking statements in this communication are based on information available at the time the statements are made and/or management's belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. Important factors that could cause such differences include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; risks related to disruption of management's attention from the Company's ongoing business operations due to the transaction; the effect of the announcement of the proposed merger on the Company's relationships with its customers, operating results and business generally; the risk that the proposed merger will not be consummated in a timely manner; the impact of the COVID-19 pandemic; the competition we face; the expansion of competition in the cloud communications market; risks related to the acquisition or integration of businesses we have acquired; our ability to adapt to rapid changes in the cloud communications market; the nascent state of the cloud communications for business market; our ability to retain customers and attract new customers cost-effectively; developing and maintaining market awareness and a strong brand; developing and maintaining effective distribution channels; security breaches and other compromises of information security; risks associated with sales of our services to medium-sized and enterprise customers; our reliance on third-party hardware and software; our dependence on third-party vendors; system disruptions or flaws in our technology and systems; our ability to comply with data privacy and related regulatory matters; our ability to scale our business and grow efficiently; the impact of fluctuations in economic conditions, particularly on our small and medium business customers; the effects of significant foreign currency fluctuations; our ability to obtain or maintain relevant intellectual property licenses or to protect our trademarks and internally developed software; fraudulent use of our name or services; restrictions in our debt agreements that may limit our operating flexibility; our ability to obtain additional financing if required; retaining senior executives and other key employees; intellectual property and other litigation that have been and may be brought against us; rapid developments in global API regulation and uncertainties relating to regulation of VoIP services; risks associated with legislative, regulatory or judicial actions regarding our business products; reliance on third parties for our 911 services; liability under anti-corruption laws or from governmental export controls or economic sanctions; actions of activist shareholders; risks associated with the taxation of our business; governmental regulation and taxes in our international operations; our history of net losses and ability to achieve consistent profitability in the future; our ability to fully realize the benefits of our net operating loss carry-forwards if an ownership change occurs; risks associated with the settlement and conditional conversion of our Convertible Senior Notes; potential effects the capped call transactions may have on our stock in connection with our Convertible Senior Notes; certain provisions of our charter documents;
3
--------------------------------------------------------------------------------
and other factors that are set forth in the "Risk Factors" in our Annual Report
on Form 10-K and in the Company's Quarterly Reports on Form 10-Q filed with the
4
--------------------------------------------------------------------------------
© Edgar Online, source
