IDT CORP

Regulatory Filings • Dec 13, 2024

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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 12, 2024

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IDT CORPORATION

(Exact name of registrant as specified in its charter)

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) IDT Corporation’s (the “Company’s”) 2024 Annual Meeting of Stockholders was held on December 12, 2024 (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 | Broker
Non-Vote | %
Votes For |
| --- | --- | --- | --- | --- | --- |
| Eric
F. Cosentino | 5,791,594 | 650,083 | 2,532 | 0 | 89.87 |
| Howard
S. Jonas | 5,985,126 | 456,871 | 2,213 | 0 | 92.88 |
| Irwin
Katsof | 6,429,197 | 12,581 | 2,432 | 0 | 99.77 |
| Judah
Schorr | 5,878,381 | 563,920 | 1,909 | 0 | 91.22 |
| Elaine
S. Yatzkan | 6,040,814 | 401,492 | 1,904 | 0 | 93.74 |

(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 advisory vote on the compensation of the Named Executive Officers.

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

| Votes
For | Votes
Against | Abstentions | Broker
Non-Vote | %
Votes For |
| --- | --- | --- | --- | --- |
| 6,380,504 | 39,146 | 24,560 | 0 | 99.01 |

(3) 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 on an advisory vote on the frequency of future advisory votes on the executive compensation of the Named Executive Officers.

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

| One
Year | Two
Years | Three
Years | Abstain | Broker
Non-Vote | %
Votes For |
| --- | --- | --- | --- | --- | --- |
| 779,604 | 6,705 | 5,573,702 | 84,198 | 11 | 90.89 |

Item 7.01 Regulation FD Disclosure.

On December 13, 2024, IDT Corporation (the “Registrant”) announced that its Board of Directors has declared a quarterly cash dividend of $0.05 per share. The dividend is payable on December 31, 2024 to stockholders of record as of December 23, 2024.

The Registrant is furnishing the information contained in this Current Report, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.

Item 8.01 Other Items.

The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Document
104	Cover
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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 13, 2024 | |
| --- | --- |
| By: | /s/
Shmuel Jonas |
| Name: | Shmuel
Jonas |
| Title: | Chief
Executive Officer |

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EXHIBIT INDEX

Exhibit No.	Document
104	Cover
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