false0001272830 0001272830 2020-02-27 2020-02-27


 
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): February 26, 2020  
____________________________ 
 VONAGE HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)  
 ____________________________ 
 
Delaware
 
001-32887
 
11-3547680
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
23 Main Street
Holmdel
,
NJ
,
07733
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant's telephone number, including area code: (732) 528-2600
(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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.001
 
VG
 
Nasdaq Global Select Market
 



Item 1.01.    Entry into a Material Definitive Agreement

On February 26, 2020, Vonage Holdings Corp. (the "Company") entered into a Renewal Agreement (the "Renewal Agreement") to the Cooperation Agreement dated March 15, 2019 (the "Cooperation Agreement") among Legion Partners Asset Management, LLC and certain related investors (collectively, "Legion Partners") and the Company.

Pursuant to the Renewal Agreement, Michael J. McConnell will be renominated for a one-year term at the 2020 Annual Meeting of Stockholders. In addition, the Renewal Agreement provides that the Standstill Period (as defined in the Renewal Agreement) shall be extended until the date that is 15 calendar days prior to the last day of the advance notice period for the submission by stockholders of director nominations for the Company’s 2021 Annual Meeting of stockholders, as set forth in the advance notice provisions of the Company’s Amended and Restated By-laws, which is subject to earlier termination under certain circumstances.

The Board of Directors added three independent directors, Jan Hauser, Priscilla Hung and Mr. McConnell, during 2019 and continues to be committed to ongoing refreshment.

The foregoing description of the Renewal Agreement does not purport to be complete and is qualified in its entirety by reference to Renewal Agreement, which is filed as Exhibit 10.1 hereto and is incorporated into this report by reference.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

See accompanying Exhibit Index for a list of the exhibits furnished with this Current Report on Form 8-K.



EXHIBIT INDEX

 

 


2


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.
 
 
 
VONAGE HOLDINGS CORP.
 
 
 
 
 
Date:
February 27, 2020
By:
 
    /s/ Randy K. Rutherford
 
 
 
 
Randy K. Rutherford
Chief Legal Officer
 

3
Exhibit 10.1



RENEWAL AGREEMENT
This RENEWAL AGREEMENT (the “Renewal Agreement”), dated as of February 26, 2020, is made and entered into by VONAGE HOLDINGS CORP., a Delaware corporation (the “Company”), and LEGION PARTNERS ASSET MANAGEMENT, LLC, a Delaware limited liability company (together with its Affiliates “Legion Partners”), and each of the other persons listed on the signature page to this Renewal Agreement (collectively with Legion Partners and together with any other Affiliates of Legion Partners, the “Investor Group” and each individually, an “Investor”).
WHEREAS, the Company and the Investor Group believe that the best interest of the Company and its stockholders (including the Investor Group) would be served at this time by renewing the Cooperation Agreement, dated as of March 15, 2019, between the Company and the Investor Group, a copy of which is annexed to this Renewal Agreement as Annex 1 (the “Cooperation Agreement”).
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained in this Renewal Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged the parties to this Renewal Agreement, intending to be legally bound by this Renewal Agreement, agree as follows:
1.The parties agree that Sections 1, 2, 3, 6, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, and 25 of the Cooperation Agreement are hereby incorporated herein by reference effective as of the date hereof and as if fully set forth herein, subject to the following:
(a)    References to “this Agreement” shall mean the Renewal Agreement.
(b)    References to the “2019 Annual Meeting” shall mean the 2020 annual meeting of stockholders.
(c)    References to the “2020 Annual Meeting” shall mean the 2021 annual meeting of stockholders.
(d)    References to the “New York Stock Exchange” or “NYSE” shall mean the Nasdaq Global Select Market.
(e)    Clauses (i) and (ii) of Section 1(a) of the Cooperation Agreement are hereby deleted in their entirety.
(f)    Clause (A) of the final paragraph of Section 3(a) of the Cooperation Agreement is hereby amended to delete the words “or otherwise violate Section 3 or Section 6” and to substitute the words “; provided, however that, the Investor Group agrees that it shall initiate all communications within the scope of this clause (A) by contacting the Chairman of the Board and shall conduct such communications only with such individuals as the Chairman of the Board shall designate.”


(g)    Clause (C) of the final paragraph of Section 3(a) of the Cooperation Agreement is hereby amended and restated to read in its entirety as follows: “privately communicating, subject to customary confidentiality obligations, to any of their investors or potential investors, in each case, solely to the extent such communications contain information that is readily available to the general public, provided that such communications are not reasonably expected to be publicly disclosed, are understood by all parties to be private communications and are not undertaken to circumvent any of the provisions set forth herein.”
(h)    Clause (D) of the final paragraph of Section 3(a) of the Cooperation Agreement is hereby amended to insert after the word “Company” the words “factual matters concerning the Company.”
2.    The proviso in the last sentence of Section 6(a) of the Cooperation Agreement is hereby amended to delete the words “or otherwise violate Section 3 of this Agreement” and to substitute the words “; provided, further that, the Investor Group agrees that it shall initiate all such communications by contacting the Chairman of the Board and shall conduct such communications only with such individuals as the Chairman of the Board shall designate.”
3.    The Company hereby makes, as of the date hereof, mutatis mutandis, the representations and warranties to the Investor Group set forth in Section 4 of the Cooperation Agreement; provided, that all references therein to “this Agreement” shall be to this Renewal Agreement.
4.    Each Investor, on behalf of itself, jointly and severally, makes, as of the date hereof, mutatis mutandis, the representations and warranties to the Company set forth in Section 5 of the Cooperation Agreement; provided that all references therein to “this Agreement” shall be to this Renewal Agreement and all references therein to Exhibit A shall refer to Exhibit A attached to this Renewal Agreement
5.    Prior to the filing of the Current Report on Form 8-K referred to in paragraph 6 in this Renewal Agreement, neither the Company nor any of the Investors shall issue any press release or make any public announcement regarding this Renewal Agreement or take any action that would require public disclosure relating to such action without the prior written consent of the other party. No party or any of its Affiliates shall make any public statement (including, without limitation, in any filing required under the Exchange Act) concerning the subject matter of this Renewal Agreement inconsistent with the Current Report on Form 8-K.
6.    (a)    Prior to 9:00 a.m. (Eastern Time) on February 27, 2020, the Company shall file a Current Report on Form 8-K with the SEC substantially in the form of Annex 2.
(a)    None of the Investors shall, during the Standstill Period, (i) issue a press release in connection with this Renewal Agreement or the actions contemplated by this Renewal Agreement or (ii) otherwise make any public disclosure or announcement with respect to this Renewal Agreement or the actions contemplated by this Renewal Agreement, in each case without the prior written consent of the Company, unless required by applicable law, rules or regulations in which case the Investor shall, to the extent legally permissible and practicable, first preview such


disclosure or announcement with the Company in advance of making such disclosure or announcement and consider comments by the Company.
7.    Each Investor irrevocably appoints Legion Partners Asset Management, LLC as its attorney-in-fact and representative (the “Legion Representative”), in such Investor’s place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices or instructions in connection with this Renewal Agreement and the transactions contemplated by this Renewal Agreement. The Company shall be entitled to rely, as being binding on each Investor, upon any action taken by the Legion Representative or upon any document, notice, instruction or other writing given or executed by the Legion Representative.
8.    Each of the Company and the Investors shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution, and effectuation of this Renewal Agreement and the transactions contemplated hereby, including, but not limited to attorneys’ fees incurred in connection with the negotiation and execution of this Renewal Agreement and all other activities related to the foregoing; provided, however, that the Company shall reimburse the Investor Group, within 20 days of the date that the Company receives reasonably satisfactory supporting documentation, for its reasonable documented out-of-pocket third party expenses, including legal fees and expenses, as actually incurred in connection with the Investor Group’s involvement with the Company prior to the date hereof and the negotiation and execution of this Renewal Agreement, in an amount not to exceed $60,000.
9.    All capitalized terms not otherwise defined in this Renewal Agreement shall have the meanings ascribed to such terms in the Cooperation Agreement.
[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have duly executed and delivered this Renewal Agreement as of the date first above written.
 
VONAGE HOLDINGS CORP.

By: /s/ Randy Rutherford 
Name: Randy Rutherford
Title: Chief Legal Officer and Secretary

[Additional signatures on following pages]


LEGION PARTIES:

LEGION PARTNERS, L.P. I

By:
Legion Partners Asset Management, LLC
Investment Advisor


By:
/s/ Christopher S. Kiper
    Name: Christopher S. Kiper
    Title: Managing Director


LEGION PARTNERS, L.P. II

By:
Legion Partners Asset Management, LLC
Investment Advisor


By:
/s/ Christopher S. Kiper
    Name: Christopher S. Kiper
    Title: Managing Director

LEGION PARTNERS, LLC

By:
Legion Partners Holdings, LLC
Managing Member

By:
    /s/ Christopher S. Kiper
    Name: Christopher S. Kiper
    Title: Managing Member

LEGION PARTNERS ASSET MANAGEMENT,
LLC


By:
    /s/ Christopher S. Kiper
    Name: Christopher S. Kiper
    Title: Managing Director




LEGION PARTNERS HOLDINGS, LLC


By:
    /s/ Christopher S. Kiper
    Name: Christopher S. Kiper
    Title: Managing Member


Christopher S. Kiper


/s/ Christopher S. Kiper

Raymond White


/s/ Raymond White

EXHIBIT A
STOCKHOLDERS, AFFILIATES, AND OWNERSHIP
Name of Person or Entity
Number of Shares
Legion Partners, L.P. I (“Legion Partners I”)
Legion Partners I beneficially owns 5,688,555 shares of common stock of the Company.
Legion Partners, L.P. II (“Legion Partners II”)
Legion Partners II beneficially owns 295,029 shares of common stock of the Company.
Legion Partners, LLC
As the general partner of each of Legion Partners I and Legion Partners II, Legion Partners, LLC may be deemed the beneficial owner of the (i) 5,688,555 shares owned by Legion Partners I and (ii) 295,029 shares owned by Legion Partners II.
Legion Partners Asset Management, LLC (“Legion Partners Asset Management”)
As the investment advisor of each of Legion Partners I and Legion Partners II, Legion Partners Asset Management may be deemed the beneficial owner of the (i) 5,688,555 shares owned by Legion Partners I and (ii) 295,029 shares owned by Legion Partners II.
Legion Partners Holdings, LLC (“Legion Partners Holdings”)
Legion Partners Holdings directly beneficially owns 200 shares of common stock of the Company. In addition, as the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC, Legion Partners Holdings may be deemed the beneficial owner of the (i) 5,688,555 shares owned by Legion Partners I and (ii) 295,029 shares owned by Legion Partners II.
Christopher S. Kiper
As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Mr. Kiper may be deemed the beneficial owner of the (i) 5,688,555 shares owned by Legion Partners I, (ii) 295,029 shares owned by Legion Partners II, and (iii) 200 shares owned by Legion Partners Holdings.
Raymond White
As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Mr. White may be deemed the beneficial owner of the (i) 5,688,555 shares owned by Legion Partners I, (ii) 295,029 shares owned by Legion Partners II, and (iii) 200 shares owned by Legion Partners Holdings.