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

 

June 14, 2018

Date of Report (Date of earliest event reported)

 

 

RIBBON COMMUNICATIONS INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

4 TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886

(Address of Principal Executive Offices) (Zip Code)

 

(978) 614-8100

(Registrant’s telephone number, including area code)

 

 

(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):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  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  o

 

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.  o

 

 

 

Item 5.07.     Submission of Matters to a Vote of Security Holders.

 

On June 14, 2018, Ribbon Communications Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 97,688,690 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 94% percent of the Company’s outstanding common stock as of the April 17, 2018 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2018 (the “2018 Proxy Statement”).

 

Item 1 — Election of eight directors for a term of office expiring on the date of the annual meeting of stockholders in 2019 and until their respective successors have been duly elected and qualified.

 

		Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
Kim S. Fennebresque		78,655,821		1,554,884		99,621		17,378,364
Bruns H. Grayson		79,115,832		1,104,524		89,970		17,378,364
Franklin (Fritz) W. Hobbs		79,452,435		821,179		36,712		17,378,364
Beatriz V. Infante		79,154,388		1,120,257		35,681		17,378,364
Richard J. Lynch		79,823,298		448,336		38,692		17,378,364
Kent J. Mathy		79,885,261		328,884		96,181		17,378,364
Scott E. Schubert		79,822,058		448,276		39,992		17,378,364
Richard W. Smith		79,872,536		338,659		99,131		17,378,364

 

Item 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

 

 

Item 3 — The non-binding advisory vote on the compensation of the Company’s named executive officers, as disclosed in the “Compensation Discussion and Analysis” section and the accompanying compensation tables and related narratives contained in the 2018 Proxy Statement.

 

 

Based on the foregoing votes, the eight director nominees were elected and Items 2 and 3 were approved.

 

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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.

 

Date: June 15, 2018	RIBBON COMMUNICATIONS INC.
	By:	/s/ Justin K. Ferguson
		Justin K. Ferguson
		Executive Vice President and General Counsel

 

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