8-K
filed August 4, 2023, 7:59 PM ET
ticker RBBN
CIK 0001708055
other material
confidence high
sentiment neutral
materiality 0.20
Shareholders approve officer exculpation charter amendment; all directors elected at AGM
Ribbon Communications Inc.
- Elected all 8 director nominees, including R. Stewart Ewing and Bruce McClelland, with >140M votes for each.
- Approved amendment to Restated Certificate to limit officer liability for monetary damages under Delaware law.
- Ratified Deloitte & Touche as auditor for FY2023 with 157.4M votes for (99.7% of voted).
- Advisory say-on-pay passed with 139.9M for (98.7%); future say-on-pay votes set annually.
- Turnout 93.4% (159.0M shares of 170.3M outstanding).
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.98
Ribbon Communications Inc.: Stockholders approved an amendment to the Restated Certificate of Incorporation to eliminate or limit the personal liability of certain officers for monetary damages for breach of fiduciary duty, to reflect new Delaware law provisions regarding officer exculpation (effective 2023-08-03).
- Change
- charter amendment
- Effective
- 2023-08-03
Exact text from the filing
At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation to eliminate or limit the personal liability of certain Company officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by Delaware General Corporation Law (the “Amendment”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Ribbon Communications Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-08-03 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-08-03
Exact text from the filing
Item 2 – Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Ribbon Communications Inc. shareholders approved Election of eight directors for a term of office expiring on the date of the annual meeting of stockholders in 2024 and until their respective successors have been duly elected and qualified at the 2023-08-03 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-08-03
Exact text from the filing
Item 1 – Election of eight directors for a term of office expiring on the date of the annual meeting of stockholders in 2024 and until their respective successors have been duly elected and qualified.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Ribbon Communications Inc. shareholders approved The non-binding advisory vote on the compensation of the Company’s named executive officers at the 2023-08-03 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-08-03
Exact text from the filing
Item 3 – The non-binding advisory vote on the compensation of the Company’s named executive officers
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Ribbon Communications Inc. shareholders approved The non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers at the 2023-08-03 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-08-03
Exact text from the filing
Item 4 – The non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers. 1 Year 136,904,533 2 Years 32,264 3 Years 3,992,121 Abstentions 1,420,311
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Ribbon Communications Inc. shareholders approved Approval of an amendment to the Company's Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-08-03 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-08-03
Exact text from the filing
Item 5 – Approval of an amendment to the Company's Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.
View on SEC.gov
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