IDT CORP

Regulatory Filings • Dec 15, 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2022

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IDT CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	1-16371	22-3415036
(State
or other jurisdiction of
incorporation)	(Commission File
Number)	(IRS
Employer Identification
No.)

| 520
Broad Street Newark , New Jersey | 07102 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code: (973) 438-1000

Not Applicable

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Class B common stock, par value $.01 per share	IDT	New
York Stock Exchange .

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(a) The Company’s 2022 Annual Meeting of Stockholders was held on December 14, 2022 (the “Meeting”). Stockholders voted on the matters set forth below.

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

| Nominee | Votes
For | Votes
Against | Abstentions | %
Votes For |
| --- | --- | --- | --- | --- |
| Michael Chenkin | 6,282,343 | 83,216 | 2,419 | 98.66 |
| Eric F. Cosentino | 6,018,944 | 346,603 | 2,430 | 94.52 |
| Howard S. Jonas | 6,008,735 | 357,677 | 1,566 | 94.36 |
| Judah Schorr | 6,203,435 | 161,872 | 2,671 | 97.42 |
| Liora Stein | 6,002,281 | 363,079 | 2,618 | 94.26 |

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2015 Stock Option and Incentive Plan that will, among other things, increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 50,000.

The number of votes cast with respect to this matter was as follows:

| Votes
For | Votes
Against | Broker
Non-Vote | %
Votes For |
| --- | --- | --- | --- |
| 6,346,198 | 18,198 | 0 | 99.66 |

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SIGNATURE

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.

Dated: December 15, 2022

| IDT
CORPORATION | |
| --- | --- |
| By: | /s/
Shmuel Jonas |
| Name: | Shmuel
Jonas |
| Title: | Chief
Executive Officer |

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