MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) Files An 8-K Submission of Matters to a Vote of Security Holders

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MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) Files An 8-K Submission of Matters to a Vote of Security Holders

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

(a) On April 19, 2017, magicJack VocalTec Ltd. (the Company) held
its 2016 annual general meeting of shareholders.
(b) A quorum was present with respect to each matter before the
shareholders at the annual general meeting.
1. The following directors were elected to serve as directors of
the Company until the next annual general meeting of shareholders
and until their successors have been duly elected and qualified:
Donald A. Burns, Richard Harris, Dr. Yuen Wah Sing, Gerald Vento,
Don C. Bell III, Izhak Gross and Alan B. Howe. Set forth below
are the final voting results for each director:
Name
For
Against
Abstain
Broker Non-Votes
Donald A. Burns
6,304,549
1,739,375
5,458
Richard Harris
7,319,398
725,123
5,458
Dr. Yuen Wah Sing
7,291,601
752,920
5,458
Gerald Vento
7,263,979
781,542
4,458
Don C. Bell III
7,881,327
163,963
16,853
Izhak Gross
7,899,532
132,897
16,853
Alan B. Howe
7,904,523
137,212
7,576
2. The shareholders approved the Companys amended compensation
policy to the following final voting results:
For
Against
Abstain
Broker non-Vote
5,835,813
745,595
47,515
As provided in 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 the grant of restricted stock of the
Company to director Izhak Gross to the following final voting
results:
For
Against
Abstain
Broker non-Vote
4,998,475
1,608,826
21,284
4. The shareholders approved the acceleration of vesting of
shares of restricted stock held by Mr. Yoseph Dauber to the
following final voting results:
For
Against
Abstain
Broker non-Vote
5,790,929
795,774
41,275
As provided in 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.
5. The shareholders approved the limited extension of the
Employment Agreement with Mr. Gerald Vento, the Companys
President and Chief Executive Officer, from January 1, 2017
through March 9, 2017, the date the Company appointed Don C.
Bell, III as President and Chief Executive Officer to replace Mr.
Vento, and approved entering into a consulting agreement with Mr.
Vento effective March 10, 2017, the date immediately following
his separation date, by the following final voting results:
For
Against
Abstain
Broker non-Vote
5,800,617
718,762
12,397
As provided in 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.
6. The shareholders approved the reappointment of BDO USA, LLP
and BDO Ziv Haft, Certified Public Accountants (Isr) as the
Companys independent registered public auditor for the year
ending December 31, 2016 and authorized the Companys Board of
Directors, subject to the approval of the Audit Committee, to fix
the compensation of the auditors in accordance with the volume
and nature of their services, to the following final voting
results:
For
Against
Abstain
Broker non-Vote
8,009,965
74,213
13,511
(c) As previously disclosed, on March 30, 2017, shareholders Paul
M. Posner and Carnegie Technologies Holdings, LLC (collectively
Carnegie) agreed to irrevocably withdraw its proposal to nominate
a competing slate of candidates for election to the Companys
board of directors. On April 4, 2017, the Company filed
additional proxy soliciting material disclosing this development
and provided to all shareholders supplemental information which
amended and, to the extent inconsistent, superseded the
corresponding information in the previously furnished proxy
statement dated March 15, 2017 for the annual general meeting.
There is no agreement as between Carnegie and the Company
relating to Carnegies withdrawal of its competing slate and the
Company incurred no cost in connection with the resolution of
this matter. As disclosed in the definitive proxy statement filed
by the Company, the Company previously entered into a settlement
agreement with David Kanen and Kanen Wealth Management, LLC
(collectively Kanen) to which Kanen withdrew its proposal
relating to its intent to nominate candidates for election to the
Companys board of directors.


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.

MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) Recent Trading Information

MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) closed its last trading session down -0.02 at 8.48 with 45,572 shares trading hands.