Summary of WORLDGATE COMMUNICATIONS INC

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2009, the board of directors of WorldGate Communications, Inc. (the "Company") appointed Brian Fink as a director of the Company effective April 29, 2009. Mr. Fink is an independent director as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. In connection with his appointment to the board, Mr. Fink was appointed to the Audit Committee and Compensation Committee of the board of directors of the Company. There is no arrangement or understanding between Mr. Fink and any other person pursuant to which he was appointed as director of the Company. Mr. Fink will be eligible to participate in all non-management director compensation plans or arrangements available to the Company's directors.

A copy of the press release announcing this appointment is attached to this Current Report on Form 8-K as Exhibit 99.1.

On April 29, 2009, the board of directors approved a grant of options to purchase 100,000 shares of the Company's common stock to each of the directors (other than Robert Stevanovski, Gregory Provenzano and David Stevanovski) in lieu of the automatic grants provided under the Company's 2003 Equity Incentive Plan. The board of directors also approved the following annual compensation for directors effective immediately:

· each director will receive cash compensation of $20,000;

· the Chairman of the Audit Committee will receive additional cash compensation of $20,000;

· the Chairman of the Compensation Committee will receive additional cash compensation of $16,000; and

· each non-Chairman committee member will receive additional cash compensation of $5,000.

Each of Robert Stevanovski, Gregory Provenzano and David Stevanovski has elected to waive their right to the director compensation described above. This election is revocable by each of Messrs. R. Stevanovski, Provenzano and D. Stevanovski at any time.