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

(d) On January 15, 2013, the Board of Directors of the Company elected Stephen Fisher to serve as a member of the Company's Board of Directors. Mr. Fisher currently serves as Executive Vice President, Technology, at Salesforce.com, a leader in enterprise cloud computing applications. Mr. Fisher 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, Mr. Fisher received an option to purchase 150,000 shares of the Company's common stock at an exercise price equal to the closing price of the Company's common stock on January 15, 2013. 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. Mr. Fisher will serve as a Class III director of the Company. Shareholders will be asked to ratify his election at the 2013 annual meeting of stockholders. Mr. Fisher will not be assigned to any Board committees at this time.

A copy of the press release announcing the election of Mr. Fisher is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.
10.1 Non-Executive Director Compensation Program.*
99.1 Press Release issued by Vonage Holdings Corp. on January 15, 2013.

*Incorporated by reference to Vonage Holding Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on February 15, 2011.