IDT CORPORATION (NYSE:IDT) Files An 8-K Submission of Matters to a Vote of Security Holders

IDT CORPORATION (NYSE:IDT) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders.

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(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 ClassB 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 99.79


About IDT CORPORATION (NYSE:IDT)

IDT Corporation is a holding company with operations primarily in the telecommunications and payment industries. The Company’s segments include Telecom Platform Services, Consumer Phone Services and All Other. The Company’s Telecom Platform Services segment provides retail telecommunications and payment offerings, as well as wholesale international long distance traffic termination. The Telecom Platform Services segment markets and distributes multiple communications and payment services across four businesses: Retail Communications, Wholesale Carrier Services, Payment Services and Hosted Platform Solutions. The Company’s Consumer Phone Services segment provides consumer local and long distance services in certain states of the United States. The Telecom Platform Services and Consumer Phone Services segments comprise the Company’s IDT Telecom division. The All Other segment includes its real estate holdings and other smaller businesses.

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