Vonage 2008 Annual Report Download - page 54

PART III
ITEM
10.
D
irectors, Executive
O
fficers and
C
orporate
G
overnance
The discussion under the headin
g
“Proposal No. 1 – Elec-
t
ion of Directors,” “Section 16(a) Beneficial Ownership Reportin
g
C
om
p
liance,” “Director Nomination Process” and “
C
or
p
orat
e
G
overnance – Board Committees – Audit Committee” in ou
r
Proxy Statement for the 2009 Annual Meeting of Stockholders
and in “Executive
O
fficers and Directors of the Re
g
istrant” in
Part I o
f
this Annual Report on the Form 10-K is hereb
y
i
ncorporated by re
f
erence.
W
e have adopted a Vona
g
e Code of Conduct applicable t
o
all our officers and employees and a Vonage Finance Code of
Ethics a
pp
licable to our chief financial officer and othe
r
employees in our finance or
g
anization. The Vona
g
e Code o
f
C
onduct and Vonage Finance Code of Ethics are posted in th
e
I
nvestor Relations section of our website
,
w
ww.v
onage
.
com.
We
will provide you with print copies of our codes free of char
g
eon
written request to Vonage Investor Relations, 23 Main Street
,
H
o
l
m
d
e
lNJ
, 07733.
W
e
i
nten
d
to
di
sc
l
ose any amen
d
ments to
,
or waivers from, provisions of our codes that appl
y
to ou
r
p
rincipal executive o
ff
icer, principal
f
inancial o
ff
icer, principal
accounting officer or controller, or any person performing in
s
imilar functions, on our website promptly followin
g
the date o
f
s
uch amendment or waiver
.
ITEM 11.
E
xecutive
C
ompensation
The discussion under the headin
g
s“
C
ompensation,
”
“
Director Compensation,” “Compensation Committee Interlock
s
and Insider Partici
p
ation” and “Com
p
ensation Committe
e
Report” in our Proxy
S
tatement for the 2009 Annual Meetin
g
of
Stockholders in hereb
y
incorporated b
y
reference
.
The “
C
om
p
ensation
C
ommittee Re
p
ort” contained in ou
r
Proxy Statement shall not be deemed “solicitin
g
material” or
“
filed” with the Securities and Exchange Commission or
otherwise sub
j
ect to the liabilities of
S
ection 18 of the
S
ecurities
Exchan
g
e Act of 1934
(
the “Exchan
g
e Act”
)
, nor shall it be
deemed incorporated by reference in any filing under the Secu
-
r
ities Act of 1933
(
the “
S
ecurities Act”
)
or the Exchange Act,
except to the extent we specificall
y
request that suc
h
i
n
f
ormation be treated as soliciting material or speci
f
icall
y
i
ncorporate such information by reference into a document file
d
u
nder the
S
ecurities Act or the Exchan
g
e Act.
ITEM 12.
S
ecurit
y
Ownershi
p
of Certain Beneficial Owners an
d
M
ana
g
ement and Related
S
tockholder Matters
The discussion under the headin
g
s “Stock Ownershi
p
I
nformation” and “Equity
C
ompensation Plan Information” in ou
r
Proxy Statement for the 2009 Annual Meetin
g
of Stockholders i
s
h
ereby incorporated by reference
.
ITEM 1
3
.
C
ertain Relationshi
p
s and Related Transactions, an
d
Di
rector
I
n
d
e
p
en
d
ence
The discussion under the headings “Transactions wit
h
Related Persons” and “Board Determination of Inde
p
endence
”
i
n our Proxy Statement for the 2009 Annual Meeting of Stock-
h
olders is hereby incorporated by reference.
ITEM 14.
P
rincipal Accountant Fees and Services
Th
e
di
scuss
i
on un
d
er t
h
e
h
ea
di
ng
“P
roposa
lN
o. 2 –
R
at
-
i
fication of Independent Re
g
istered Public Accountin
g
Firm” in
our Proxy
S
tatement for the 2009 Annual Meeting of
S
tock-
h
olders is hereb
y
incorporated b
y
reference.
4
6
VO
NA
G
E ANN
U
AL REP
O
RT 2008