--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-087871" form_type: "8-K" ticker: "RBBN" cik: "0001708055" company_name: "Ribbon Communications Inc." filed_at: "2023-08-04T23:59:59+00:00" generated_at: "2026-06-12T06:06:15.987355+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # Shareholders approve officer exculpation charter amendment; all directors elected at AGM ## Summary - 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). ## SEC filing metadata - accession: 0001104659-23-087871 - form_type: 8-K - ticker: RBBN - cik: 0001708055 - company_name: Ribbon Communications Inc. - filed_at: 2023-08-04T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1708055/000110465923087871/0001104659-23-087871-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1708055/000110465923087871/tm2322779d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-087871 - JSON: https://secwatch.observer/filing/0001104659-23-087871.json - Plain text: https://secwatch.observer/filing/0001104659-23-087871.txt ## Key facts - Governance Changes 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1708055/000110465923087871/0001104659-23-087871-index.htm - Shareholder Votes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708055/000110465923087871/0001104659-23-087871-index.htm - Shareholder Votes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708055/000110465923087871/0001104659-23-087871-index.htm - Shareholder Votes 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 source text: Item 3 – The non-binding advisory vote on the compensation of the Company’s named executive officers evidence_url: https://www.sec.gov/Archives/edgar/data/1708055/000110465923087871/0001104659-23-087871-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1708055/000110465923087871/0001104659-23-087871-index.htm - Shareholder Votes 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 source text: Item 5 – Approval of an amendment to the Company's Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. evidence_url: https://www.sec.gov/Archives/edgar/data/1708055/000110465923087871/0001104659-23-087871-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.