MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensation Arrangements of Certain Officers and Directors

CEO Compensation. As disclosed in Item 5.07 below, at the shareholder meeting held on March 19, 2018, the shareholders ofmagicJack VocalTec Ltd. (the “Company”)approved an amendment to the Employment Agreement and an amendment to the Restricted Stock Agreement with Don Carlos Bell III, the Company’s Chief Executive Officer, as required under Israeli law. The terms and conditions of these agreements were previously disclosed in a Form 8-K filed by the Company on November 16, 2017. Each of these Agreements was filed as an exhibit to that Form 8-K and is now effective.

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

(a) On March 19, 2018, the Company held a special meeting of shareholders.

(b) The required quorum was present. The following is a brief description of each proposal voted upon at the meeting and the number of votes cast “For” and “Against” each proposal, as well as the number of shares abstaining from the vote and broker non-votes for each proposal.

1. The shareholders approved the Agreement and Plan of Merger by and among the Company, B. Riley Financial, Inc., and B.R. Acquisition Ltd., and the terms of the merger contemplated thereby, to the following final voting results:

As required by the Israeli Companies Law, this proposal received a majority of the votes of the shareholders present at the meeting in person or by proxy who are not B. Riley Financial, Inc., B.R. Acquisition Ltd., any person holding 25% or more of the means of control of either of them, anyone acting on their behalf or any relative or corporation controlled by, any of the foregoing.

2. The shareholders approved an amendment to the Employment Agreement and an amendment to the Restricted Stock Agreement with Don Carlos Bell III, the Company’s Chief Executive Officer, related to the transactions contemplated by the Merger Agreement, to the following final voting results:

As required by the Israeli Companies Law, this proposal received a majority of the votes of the shareholders who are not controlling shareholders and do not have a personal interest in the approval of the proposal (excluding personal interest that is not due to a relationship with the controlling shareholder), and the total number of shares voted against the proposal did not exceed 2% of the aggregate voting rights of the Company.

3. The shareholders approved, on a non-binding, advisory basis, certain compensation that will be paid or may become payable to the Company’s named executive officers in connection with the Merger, to the following final voting results:

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

The following documents are filed as exhibits to this report:

MAGICJACK VOCALTEC LTD Exhibit
EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1 Exhibit 99.1 magicJack VocalTec Ltd. Announces Receipt of Approval from Shareholders for Proposed Acquisition by B. Riley WEST PALM BEACH,…
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About MAGICJACK VOCALTEC LTD. (NASDAQ:CALL)

magicJack VocalTec Ltd. and its subsidiaries is a cloud communications company. The Company provides magicJack devices and other magicJack products and services. The Company also provides additional products and services, which include voice applications on smart phones, as well as the magicJack PLUS, magicJack GO and magicJack EXPRESS, which are updated versions of the magicJack device that have their own central processing unit (CPU) and can connect a regular phone directly to the users broadband modem/router and function as a standalone phone without using a computer. The Company’s products and services allow users to make and/or receive free telephone calls to and from anywhere in the world where the customer has broadband access to the Internet, and allows customers to make free calls back to the United States and Canada from anywhere legally permitted in the world.