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		1-16371		22-3415036
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

520 Broad Street Newark, New Jersey		07102
(Address of principal executive offices)		(Zip Code)

 

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):

 

☐	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 (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		Votes For				Votes Against				Abstentions				Broker Non-Vote				% Votes For
Michael Chenkin			5,973,061				498,578				2,218				338,612				87.68
Eric F. Cosentino			5,972,610				499,055				2,191				338,612				87.67
Howard S. Jonas			5,660,780				810,820				2,257				338,612				83.09
Bill Pereira			6,413,631				57,897				2,329				338,612				94.15
Judah Schorr			5,974,040				497,445				2,372				338,612				87.69

  

(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				Votes Against				Abstentions				Broker Non-Vote				% Votes For
	6,379,244				91,753				2,859				338,612				93.64

  

(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				Votes Against				Abstentions				Broker Non-Vote				% Votes For
	6,291,015				179,799				3,042				338,612				92.35

  

(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				Votes Against				Abstentions				Broker Non-Vote				% Votes For
	6,146,032				151,960				3,032				511,445				90.22

  

(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				Votes Against				Abstentions				Broker Non-Vote				% Votes For
	6,798,388				8,678				5,402				0				99.79

 

 

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.

 

	IDT CORPORATION
	By:	/s/ Shmuel Jonas
	Name:	Shmuel Jonas
	Title:	Chief Executive Officer

 

Dated: December 19, 2017

 

 

 

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