UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant
to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant
x
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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IDT Corporation
(Name of Registrant as
Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act
Rule 14a-6(i)(1), and 0-11.
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set forth
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was determined):
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Fee paid previously with preliminary
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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Form, Schedule or Registration Statement
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Date Filed:
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IDT
CORPORATION
520 Broad Street
Newark, New
Jersey 07102
(973)
438-1000
SUPPLEMENT TO PROXY
STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 14, 2017
This proxy statement supplement, dated November 13, 2017,
supplements the definitive proxy statement (the “Proxy
Statement”) filed by IDT Corporation (“IDT”) with
the U.S. Securities and Exchange Commission (the “SEC”)
on November 6, 2017 and made available to IDT stockholders in
connection with the solicitation of proxies by the IDT Board of
Directors for the 2017 Annual Meeting of Stockholders and any
adjournment or postponement thereof.
This supplement is being filed with the SEC and is being made
available to stockholders on November 13, 2017. Only stockholders
of record as of the close of business on October 19, 2017 are
entitled to receive notice of and to vote at the Annual
Meeting.
Except as described in this supplement, the information provided in
the proxy statement continues to apply. To the extent that
information in this supplement differs from or updates information
contained in the proxy statement, the information in this
supplement is more current.
The proxy statement
contains important additional information. This supplement should
be read in conjunction with the proxy statement.
Supplemental Disclosure
Concerning Proposal 2
The purpose of this supplement is to provide updated information
about the terms of the amendment of IDT Corporation 2015 Stock
Option and Incentive Plan, as amended (the “Plan”),
which stockholders have been asked to approve as Proposal 2
described in the proxy statement.
On November 9, 2017, the IDT Board of Directors further amended the
terms of the Plan. The amendment, which will be effective upon the
approval of the Company’s stockholders, clarifies that the
Plan is not intended to comply with Section 162(m) of United States
Internal Revenue Code of 1986, as amended (the “Code”).
Awards granted under the Plan were not intended to qualify as
performance based compensation for purposes of such Code Section.
Similarly, awards granted under the Plan are not intended to
qualify as stockholder-approved performance based compensation for
purposes of Code Section 162(m).
All references to the intention of the Plan to comply with Section
162(m) of United States Internal Revenue Code of 1986, as amended,
in the Proxy Statement are hereby deleted.
The Plan, as so amended, will be presented for stockholder approval
at the annual meeting. All votes cast with respect to Proposal 2
will constitute a vote on the Plan, as so amended, to: (i) increase
the number of shares of the Company’s Class B Common Stock
available for the grant of awards thereunder by an additional
330,000 shares and (ii) remove any reference to compliance with
Section 162(m) of the United States Internal Revenue Code of 1986,
as amended.