VONAGE HOLDINGS CORP. (NYSE:VG) 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) 2018 Bonus Metrics

On March 19, 2018, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Vonage Holdings Corp. (the “Company”) unanimously approved metrics and weightings with respect to annual bonuses for 2018 that will be payable, if and to the extent earned, in 2019. The purpose of the Company’s annual bonuses is to (i) promote the interests of the Company and its stockholders to create incentives for employees to achieve specified business objectives, (ii) foster a culture of innovation and collaboration to align efforts across the business, and (iii)enable the Company to attract and retain skilled employees by providing attractive compensation opportunities linked to performance results.

When determining the annual bonuses of the Company’s named executive officers and other bonus-eligible employees, the Committee will take into account achievement of the objective performance criteria as described below and other factors relating to the executive’s individual performance. The measures initially approved for 2018, are as follows:

(1) GAAP income (loss) from operations excluding certain items including without limitation the impact of Rev Rec 606, depreciation and amortization, and share-based expense.

Each of the metrics is assigned a weighting which, when combined with the other metrics, totals 50% of the target bonus. For each metric, there is (i) a minimum level of performance that would result in a payment equal to 50% of the weighted target bonus for the metric (and below which no payment would result), (ii) a target level of performance that would result in a payment equal to 50% of the weighted target bonus for the metric, and (iii) an outstanding level of performance that would result in a payment equal to 200% of the weighted target bonus for each of the metrics. For our senior executives, including our named executive officers, 10% of the 2018 bonus will be determined based upon individual performance metrics approved by the Committee.

Notwithstanding the foregoing, the Committee retains the discretion to adjust the amount of any bonus to be paid, regardless of whether or the extent to which any of the objective criteria are achieved, to change the metrics and weightings, and to add additional metrics specific to functions. Additional information with respect to the compensation arrangements for the Company’s executive officers, including salary increases, annual bonus awards, and equity grants will be set forth in the Company’s Proxy Statement for its 2018 Annual Meeting of Stockholders.

About VONAGE HOLDINGS CORP. (NYSE:VG)

Vonage Holdings Corp. is a provider of cloud communications services for businesses and consumers, and consumer and business communication solutions across multiple devices. For business services customers, the Company provides cloud-based unified communications as a service (UCaaS) solutions, consisting of integrated voice, text, video, data, collaboration and mobile applications over its scalable session initiation protocol (SIP)-based voice over Internet protocol (VoIP) network. It serves a range of business markets, including the small and medium business (SMB), mid-market and enterprise segments. Its business solutions’ product families include Vonage Essentials, based on its call processing platform that is purpose-built for SMB and mid-market customers, and Vonage Premier, based on Broadsoft’s call processing platform in combination with its cloud-based solutions. Its consumer services strategy is focused on the North American markets.