Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On August 31, 2012, Peter Barris, a director of Vonage Holdings Corp. (the
"Company"), notified the Company that he has decided to leave the Board of
Directors after eight years of service, effective upon the appointment of
Margaret Smyth to the Board of Directors. Mr. Barris' decision to resign did not
result from any disagreement with the Company.
(d) On September 6, 2012, the Board of Directors of the Company elected Margaret
(Peggy) Smyth to serve as a member of the Company's Board of Directors. Ms.
Smyth will participate in the Company's standard director compensation
arrangements applicable to directors who are not employees of the Company
described in the Company's Proxy Statement filed with the Securities and
Exchange Commission on April 27, 2012 and incorporated herein by reference. In
accordance with the Company's director compensation program, Ms. Smyth received
an option to purchase 150,000 shares of the Company's common stock at an
exercise price of $2.25, the closing price of the Company's common stock on
September 6, 2012. The stock option vests over a period of four years, vesting
as to 25% of the underlying shares on the first anniversary of the date of grant
and as to the remaining underlying shares in equal quarterly installments
thereafter. The stock options vest in full upon a change in control.
Ms. Smyth will serve as a Class I director of the Company and will be nominated
for re-election at the 2013 annual meeting of stockholders. Ms. Smyth has been
appointed to the Company's Audit Committee.
A copy of the press release announcing the election of Ms. Smyth is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
10.1 Non-Executive Director Compensation Program.*
99.1 Press Release issued by Vonage Holdings Corp. on September 7, 2012.
*Incorporated by reference to Vonage Holding Corp.'s Current Report on Form 8-K
(File No. 001-32887) filed on February 15, 2011.
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