Ribbon Communications Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Ribbon Communications Inc. (the “Company”) held its annual meeting of stockholders on May 28, 2025 (the “Annual Meeting”). At the Annual Meeting, as described under Item 5.07 below, the Company’s stockholders approved the Ribbon Communications Inc. 2025 Incentive Award Plan (the “Plan”).
The Plan had previously been approved by the Company’s Board of Directors subject to stockholder approval. Under the Plan, the Company may grant awards with respect to up to 14,000,000 shares of its common stock, plus 2,180,307 shares of its common stock previously reserved for issuance under the Company’s Amended and Restated 2019 Incentive Award Plan, as further amended (the “2019 Plan”) that remain available for grant as of February 19, 2025, plus that number of shares of its common stock subject to awards granted previously under its Amended and Restated Stock Incentive Plan, its 2008 Stock Incentive Plan, its 2012 Amended Performance Technologies, Incorporated Omnibus Incentive Plan and its 2019 Plan, which become available after February 19, 2025 for grant under the Plan as a result of such outstanding awards expiring or terminating or being cancelled or forfeited for any other reason pursuant to the terms of the Company’s prior equity compensation plans (subject in each case to adjustments in the event of stock splits and other similar events). Awards can be granted under the Plan to its employees, officers, and non-employee directors, as well as its consultants and advisors. The Plan provides for the grant of restricted stock units (including, without limitation, performance stock units), stock options, stock appreciation rights, restricted stock, and other stock- or cash-based awards.
The provisions of the Plan are described further in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 14, 2025 (the “Proxy Statement”) under “Proposal 5 — Adoption of the Ribbon Communications Inc. 2025 Incentive Award Plan.” The foregoing summary of the Plan is qualified in its entirety by reference to the complete text of the Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, as described below under Item 5.07 below, the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”) to increase the number of authorized shares of its common stock, par value $0.0001 per share, by 150 million shares to a total of 390 million shares (the “Amendment”). The Amendment became effective on May 29, 2025 as set forth in the Company’s Certificate of Amendment to the Restated Certificate of Incorporation filed with the Secretary of State of Delaware (the “Certificate of Amendment”). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders considered and voted upon the matters listed below. A total of 167,803,052 shares of common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 95% of the Company’s outstanding common stock as of the April 4, 2025 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Proxy Statement.
Item 1 – Election of eight directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 and until their respective successors have been duly elected and qualified.
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| R. Stewart Ewing, Jr. | 150,243,162 | 867,374 | 599,004 | 16,093,512 | ||||||||||||
| Bruns H. Grayson | 149,147,046 | 1,963,000 | 599,494 | 16,093,512 | ||||||||||||
| Beatriz V. Infante | 150,366,044 | 741,289 | 602,207 | 16,093,512 | ||||||||||||
| Scott Mair | 150,426,318 | 682,818 | 600,404 | 16,093,512 | ||||||||||||
| Bruce W. McClelland | 150,303,195 | 793,021 | 613,324 | 16,093,512 | ||||||||||||
| Shaul Shani | 146,017,154 | 4,888,361 | 804,025 | 16,093,512 | ||||||||||||
| Richard W. Smith | 146,195,852 | 4,913,234 | 600,454 | 16,093,512 | ||||||||||||
| Tanya Tamone | 150,223,758 | 589,887 | 895,895 | 16,093,512 | ||||||||||||
All of the nominees named above were elected, having received more votes cast “for” their election than “against” their election.
Item 2 – Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes For | 165,514,680 | |||
| Votes Against | 1,286,156 | |||
| Abstentions | 1,002,216 |
Based on the foregoing vote, Item 2 was approved.
Item 3 – The non-binding advisory vote on the compensation of the Company’s named executive officers, as disclosed in the “Compensation Discussion and Analysis” section and the accompanying compensation tables and related narratives contained in the Proxy Statement.
| Votes For | 149,692,834 | |||
| Votes Against | 1,182,807 | |||
| Abstentions | 833,899 | |||
| Broker Non-Votes | 16,093,512 |
Based on the foregoing vote, Item 3 was approved.
The Compensation Committee and the Board of Directors of the Company will consider the outcome of the advisory vote when making future compensation decisions relating to the compensation paid to the Company’s named executive officers.
Item 4 – Approval of an amendment to the Company’s Restated Certificate of Incorporation, to increase the number of authorized shares of its common stock, par value $0.0001 per share, by 150 million shares to 390 million shares.
| Votes For | 164,284,641 | |||
| Votes Against | 2,550,552 | |||
| Abstentions | 967,859 |
Based on the foregoing vote, Item 4 was approved.
Item 5 – Adoption of the Ribbon Communications Inc. 2025 Incentive Award Plan.
| Votes For | 133,544,430 | |||
| Votes Against | 14,425,105 | |||
| Abstentions | 3,740,005 | |||
| Broker Non-Votes | 16,093,512 |
Based on the foregoing vote, Item 5 was approved.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
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.
| Date: May 30, 2025 | Ribbon Communications Inc. | ||
| By: | /s/ Patrick Macken | ||
| Name: | Patrick W. Macken | ||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | ||