Current Report Filing (8-k)
December 19 2017 - 6:04AM
Edgar (US Regulatory)
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): December 14, 2017
IDT
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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|
1-16371
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22-3415036
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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520
Broad Street
Newark,
New Jersey
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07102
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (973) 438-1000
Not
Applicable
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.07 Submission
of Matters to a Vote of Security Holders.
(a) IDT
Corporation’s (the “Company”) Annual Meeting of Stockholders was held on December 14, 2017 (the “Meeting”).
Stockholders voted on the matters set forth below.
(b) (1) A
majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter
were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.
The
nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
Nominee
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Vote
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% Votes
For
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Michael Chenkin
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5,973,061
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498,578
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2,218
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338,612
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87.68
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Eric F. Cosentino
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5,972,610
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499,055
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2,191
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338,612
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87.67
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Howard S. Jonas
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5,660,780
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810,820
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2,257
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338,612
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83.09
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Bill Pereira
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6,413,631
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57,897
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2,329
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338,612
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94.15
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Judah Schorr
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5,974,040
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497,445
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2,372
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338,612
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87.69
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(2) A
majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter
were voted in connection with the approval of an amendment to the Company’s 2015 Stock Option and Incentive Plan that increased
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.
The
number of votes cast with respect to this matter was as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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% Votes For
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6,379,244
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91,753
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2,859
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338,612
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93.64
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(3) A
majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter
were voted in connection with the ratification of a May 2, 2017 grant to Howard S. Jonas of fully vested options to purchase up
to 1,000,000 shares of the Company’s Class B Common Stock at an exercise price of $14.93 per share and with certain repurchase
rights held by the Company.
The
number of votes cast with respect to this matter was as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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% Votes For
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6,291,015
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179,799
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3,042
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338,612
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92.35
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(4) A
majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter
were voted in connection with the approval and ratification of two sales to Howard S. Jonas of an aggregate 1,728,332 shares of
the Company’s Class B Common Stock from the Company’s treasury account at an aggregate purchase price of $24,929,998.
The
number of votes cast with respect to this matter was as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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% Votes For
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6,146,032
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151,960
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3,032
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511,445
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90.22
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(5) A
majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter
were voted in connection with the ratification of the appointment of BDO USA, LLP as the Company’s independent registered
public accounting firm for Fiscal 2018.
The
number of votes cast with respect to this matter was as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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% Votes For
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6,798,388
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8,678
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5,402
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0
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99.79
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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.
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IDT CORPORATION
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By:
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/s/
Shmuel Jonas
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Name:
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Shmuel
Jonas
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Title:
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Chief
Executive Officer
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Dated:
December 19, 2017
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