Vonage 2009 Annual Report Download - page 54

PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The discussion under the heading “Proposal No. 1 – Elec-
tion of Directors,” “Section 16(a) Beneficial Ownership Reporting
Compliance,” “Director Nomination Process” and “Corporate
Governance – Board Committees – Audit Committee” in our
Proxy Statement for the 2010 Annual Meeting of Stockholders
and in “Executive Officers and Directors of the Registrant” in
Part I of this Annual Report on the Form 10-K is hereby
incorporated by reference.
We have adopted a Vonage Code of Conduct applicable to
all our officers and employees and a Vonage Finance Code of
Ethics applicable to our chief financial officer and other employ-
ees in our finance organization. The Vonage Code of Conduct
and Vonage Finance Code of Ethics are posted in the Investor
Relations section of our website, www.vonage.com. We will
provide you with print copies of our codes free of charge on
written request to Vonage Investor Relations, 23 Main Street,
Holmdel NJ, 07733. We intend to disclose any amendments to,
or waivers from, provisions of our codes that apply to our
principal executive officer, principal financial officer, principal
accounting officer or controller, or any person performing in
similar functions, on our website promptly following the date of
such amendment or waiver.
ITEM 11. Executive Compensation
The discussion under the headings “Compensation,”
“Director Compensation,” “Compensation Committee Interlocks
and Insider Participation” and “Compensation Committee
Report” in our Proxy Statement for the 2010 Annual Meeting of
Stockholders in hereby incorporated by reference.
The “Compensation Committee Report” contained in our
Proxy Statement shall not be deemed “soliciting material” or
“filed” with the Securities and Exchange Commission or other-
wise subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the
Exchange Act, except to the extent we specifically request that
such information be treated as soliciting material or specifically
incorporate such information by reference into a document filed
under the Securities Act or the Exchange Act.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The discussion under the headings “Stock Ownership
Information” and “Equity Compensation Plan Information” in our
Proxy Statement for the 2010 Annual Meeting of Stockholders is
hereby incorporated by reference.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence
The discussion under the headings “Transactions with
Related Persons” and “Board Determination of Independence”
in our Proxy Statement for the 2010 Annual Meeting of Stock-
holders is hereby incorporated by reference.
ITEM 14. Principal Accountant Fees and Services
The discussion under the heading “Proposal No. 2 – Rat-
ification of Independent Registered Public Accounting Firm” in
our Proxy Statement for the 2010 Annual Meeting of Stock-
holders is hereby incorporated by reference.
46 VONAGE ANNUAL REPORT 2009