Vonage 2008 Annual Report Download - page 29

ITEM 4.
S
ubmission of Matters to a Vote of
S
ecurit
y
Holders
On November 3, 2008, a special meeting of stockholders wa
s
h
eld to ask stockholders of Vonage Holdings
C
orp. to approve th
e
i
ssuance of all shares of Vona
g
e common stock that may b
e
i
ssued upon conversion of
$
18,000 of convertible secured third
l
ien notes that Vonage and Vonage America Inc., one of Vonage’
s
s
ubsidiaries, issued followin
g
the special meetin
g
as co-issuers i
n
a private placement, includin
g
shares o
f
Vona
g
e common stoc
k
t
hat may be issued to our directors, o
ff
icers and substantial secu
-
r
ity holders upon conversion of such notes. The number of vote
s
which the shares of the Compan
y
’s stock represented at the spe
-
cial meeting in person or by proxy was 113,800,341, constitutin
g
m
ore than a majority of the votes which the outstandin
g
shares o
f
t
he Compan
y
’s common stock were entitled to vote at the special
m
eeting. There were 113,540,680 votes cast in
f
avor, 235,553
v
otes a
g
a
i
nst an
d
24,108 votes a
b
sta
i
ne
d.
EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT
O
ur executive officers and directors are listed below.
Marc P. Lefar
,
Director and Chief Executive Officer.
Ma
r
c
P
. Lefar, age 45, has been our
C
hief Executive
O
fficer and a direc-
t
or since July 2008. Prior to joinin
g
Vona
g
e, Mr. Lefar wa
s
F
ounder and Principal o
f
Marketin
g
Insi
g
hts, a technolo
g
y and
m
edia consultancy that he
f
ounded in May 2007. Prior to
f
oundin
g
t
hat firm, Mr. Lefar served as
C
hief Marketin
gO
fficer of
C
in
g
ula
r
W
ireless
f
rom Februar
y
2003 to April 2007. Mr. Le
f
ar also serve
d
as Executive Vice President, Marketing and Value-Added Services
of
C
able and Wireless
G
lobal from 2000 to 2002. He also hel
d
s
enior leadership roles at Verizon Wireless and GTE Wireless
.
M
r. Le
f
ar spent the
f
irst nine years o
f
his career at Procter &
G
amble
.
John S. Rego, Executive Vice President, Chief Financial
O
fficer and Treasurer
.
J
ohn
S
.Re
g
o, a
g
e 47, joined Vona
g
ea
s
C
hief Financial Officer in July 2002 and mana
g
es accountin
g,
f
inance, planning, taxation and
f
acilities. From 2001 to 2002
,
M
r. Re
g
o served as Vice President of Finance for business oper
-
ations at RCN Corporation. From 1998 to 2000, Mr. Re
g
o served
in a variety o
f
corporate and operational
f
inance positions at Win-
s
tar
C
ommunications, includin
g
Vice President of Finance for the
SME, Internet, Web Hostin
g
and Professional Services divisions.
A
dditionally, Mr. Rego spent over 14 years in practice as a certi
-
f
ied
p
ublic accountant with international
C
PA firms
.
Louis A. Mamakos
,
Executive Vice President and Chie
f
T
echnolo
g
y
O
fficer
.
L
ou
i
s
A
.
M
ama
k
os, age 49,
h
as
b
een our
C
hief Technolo
g
y
O
fficer since July 2004 and oversees al
l
t
echnology
f
unctions at Vonage, which include supervision o
f
al
l
r
esearch projects and integration of all technology-based activ-
i
t
i
es
i
nto
V
ona
g
e
’
s corporate strate
g
y.
P
r
i
or to
j
o
i
n
i
n
gV
ona
g
e
,
M
r. Mamakos served as a Fellow
f
or H
y
perchip, Inc., a start-u
p
t
hat built scaleable, high-performance core routers, from
J
u
ly
2002 to
M
a
y
2004.
P
r
i
or to
Hy
perc
hi
p,
M
r.
M
ama
k
os
h
e
ld
various engineering and architecture positions at UUNET Tech-
n
ologies, now known as M
C
I, from 1993 to May 2002. Prior t
o
UUNET T
ec
h
no
l
o
gi
es,
M
r.
M
ama
k
os spent near
l
y 12 years a
s
A
ssistant Manager
f
or Network In
f
rastructure at the University o
f
M
aryland,
C
ollege Park
.
J
amie Haen
gg
i,
C
hief Marketin
gO
fficer.
J
am
i
e
H
aen
ggi
,
a
ge 39, has served as Chief Marketing Officer since May 200
7
a
nd is responsible for overseeing Marketing, Retail
S
ales and
C
orporate
C
ommunications. From November 2006 throu
g
h April
2007, Ms. Haenggi served as Vice President of Customer Life.
Prior to joining Vonage, from 1997, Ms. Haenggi served as Vic
e
President of Worldwide Marketin
g
for ADT
S
ecurity
S
ervices and
v
arious other sales and marketing operational roles
.
M
s.
H
aengg
i’
s exper
i
ence
i
nt
h
e
h
ome secur
i
ty an
d
protect
i
o
n
i
ndustry also includes tenure as the head of marketin
g
and
a
cquisition inte
g
ration at Holmes Protection and as the Director o
f
National
G
uardian’s International Division.
J
effrey A. Citron, Director, Chairman
.
Jeffrey A. Citron, a
g
e
3
8
,
has been the
C
hairman of our board of directors since
January 2001. Mr.
C
itron was also our
C
hief Executive
O
fficer
f
rom January 2001 throu
g
h February 2006. He served as our
Chief Strategist from February 2006 to July 2008 and assume
d
the additional role of Interim
C
hief Executive
O
fficer from A
p
ril
2007, upon the resi
g
nation of Vona
g
e’s prior Chief Executive
Officer, until July 2008. In 1995, Mr. Citron founded The Islan
d
E
C
N, a computerized tradin
g
system desi
g
ned to automate th
e
o
rder execution process. Mr. Citron became the Chairman and
CEO of Datek Online Holdings Corp. in February 1998 and
d
eparted The Island E
C
N and Datek
O
nline Holdin
g
s
C
orp. in
October 1999
.
P
eter
B
arr
i
s,
Di
rector
.
P
eter
B
arr
i
s, a
g
e 57,
j
o
i
ne
d
our
b
oar
d
of directors in September 2004. Mr. Barris has served as Mana
g-
i
ng General Partner of New Enterprise Associates, LLC, or NEA,
si
nce 1999.
H
e
h
as
b
een w
i
t
h NEA
s
i
nce 1992, an
dh
e serves a
s
either an executive officer or General Partner of various NEA enti-
t
ies. Mr. Barris serves on the boards o
f
directors o
f
Innerworkings
,
I
nc.
,N
eutra
lT
an
d
em
,I
nc. an
d
t
h
e
Mid
-
A
t
l
ant
i
c
V
enture
A
ssoc
i
a-
t
ion, as well as several private companies in the NEA port
f
olio.
Mr. Barris is a member o
f
the Board o
f
Trustees o
f
Northwestern
University and the Board of
O
verseers of Tuck
S
chool at Dart-
m
outh Colle
g
e
.
M
orton
D
av
id, Di
rector.
M
orton
D
av
id
, age 72,
j
o
i
ne
d
ou
r
b
oard of directors in Au
g
ust 2001. Mr. David served as th
e
Chairman and Chief Executive Officer of Franklin Computer
C
or
p
oration
(
later Franklin Electronic Publishers, Inc.
)
from 1983
t
o 1998. Mr. David previousl
y
served on the board of directors o
f
Datek Online Holdings Corp. from 1998 until its acquisition b
y
A
meritrade Holdings in 2002 and on the board of directors o
f
S
harper Ima
g
e
C
orporation from 1998 until 2008
.
Mi
c
h
ae
lK
ru
pk
a,
Di
rector.
Mi
c
h
ae
lK
rup
k
a, age 43,
j
o
i
ne
d
our board of directors in Jul
y
2007. Mr. Krupka has served a
s
M
anaging Director of Bain Capital Ventures since its founding i
n
2000. Prior to Bain
C
apital Ventures, Mr. Krupka was a Managing
Director and Principal with the Private Equit
yG
roup of Bain
C
api
-
t
al Partners, LLC from 1994 to 2000, during which time he
f
ocused on technology and technology-driven companies, includ-
i
n
g
software, hardware, database and telecommunication serv-
i
ces. Earlier at Bain Capital Partners, LLC, from 1991 to 1994
,
M
r. Kru
p
ka was a Princi
p
al of Information Partners, a fund
f
ocused on early-sta
g
e information technolo
g
y investin
g
. Prior t
o
Bain Capital Partners, LLC, Mr. Krupka was a consultant wit
h
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