UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2013 (July 3, 2013)
MAGICJACK VOCALTEC LTD.
(Exact name of registrant as specified in its charter)
| ISRAEL | 000-27648 | |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
12 BENNY GAON STREET, BUILDING 2B
POLEG INDUSTRIAL AREA, NETANYA, ISRAEL 42504
(Address of principal executive offices, Zip Code)
Telephone: (561) 749-2255
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the annual general meeting (the “Meeting”) of the shareholders of magicJack VocalTec Ltd. (the “Company”) held on July 3, 2013 the following matters were approved by the Company’s shareholders:
1. To approve the election of the following persons to serve as directors of the Company until the next annual general meeting of shareholders to be held in 2014:
Mr. Donald A. Burns
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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7,387,182
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125,486
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15,742
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56,728
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Mr. Richard Harris
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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7,410,751
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101,963
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15,696
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56,728
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Dr. Yuen Wah Sing
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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7,228,481
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283,852
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16,077
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56,728
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Mr. Gerald Vento
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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7,409,163
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101,965
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17,282
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56,728
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2.
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To approve the Company’s Compensation Policy.
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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6,818,358
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137,211
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512,466
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117,103
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As provided in the Israeli Companies Law, the proposal received a majority of the shares of the voting shareholders who are not controlling shareholders and do not have a personal interest in the approval of the proposal and the total number of shares voted against the proposal did not exceed 2% of the total voting rights of the Company.
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3.
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To approve the Employment Agreement, Stock Option Agreement and Restricted Stock Agreement with Mr. Vento.
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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5,564,893
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1,868,220
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45,575
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106,450
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As provided in the Israeli Companies Law, the proposal received a majority of the shares of the voting shareholders who are not controlling shareholders and do not have a personal interest in the approval of the proposal.
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4.
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To approve the grant of 6,046 ordinary shares to Mr. Richard Harris in connection with his election as a director.
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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6,073,202
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1,354,424
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100,790
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56,722
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5.
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To approve the 2013 Stock Incentive Plan.
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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5,649,267
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1,846,326
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32,823
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56,722
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6.
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To approve the Israeli 2013 Stock Incentive Plan.
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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5,630,279
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1,865,835
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32,302
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56,722
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7.
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To approve the reappointment of BDO USA, LLP and BDO Ziv Haft, Certified Public Accountants (Isr) as the Company’s independent public auditors for the year ending December 31, 2013 and authorize the Company’s Board of Directors, subject to the approval by the Audit Committee, to fix the compensation of the auditors in accordance with the volume and nature of their services.
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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6,980,630
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153,935
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450,573
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0
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MAGICJACK VOCALTEC LTD.
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By:
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/s/ Jose Gordo | |
| Name: Jose Gordo | |||
| Title: Chief Financial Officer | |||
Date: July 9, 2013