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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

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

Date of Report (Date of earliest event reported): June 3, 2026

 

 

 

RIBBON COMMUNICATIONS INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-38267   82-1669692

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

6500 Chase Oaks Blvd., Suite 100, Plano, TX 75023

(Address of Principal Executive Offices) (Zip Code)

 

(978) 614-8100

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

  ¨ 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
Common Stock, par value $0.0001   RBBN   The Nasdaq Global Select Market

 

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

 

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. ¨

 

 

 

 

 

 

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

 

Ribbon Communications Inc. (the “Company”) held its annual meeting of stockholders on June 3, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered and voted upon the matters listed below. A total of 163,724,665 shares of common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 93% of the Company’s outstanding common stock as of the April 6, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Proxy Statement.

 

Item 1 – Election of nine directors for a term of office expiring on the date of the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified.

 

Director  Votes For   Votes Against   Abstentions   Broker Non-Votes 
R. Stewart Ewing, Jr.   146,551,668    580,988    526,752    16,363,552 
Bruns H. Grayson   146,208,271    925,393    525,744    16,363,552 
Beatriz V. Infante   140,967,587    6,167,837    523,984    16,363,552 
Scott Mair   146,568,172    565,390    525,846    16,363,552 
Bruce W. McClelland   146,407,178    724,725    527,505    16,363,552 
Shaul Shani   146,237,876    896,484    525,048    16,363,552 
Louis Silver   146,380,850    747,357    531,201    16,363,552 
Richard W. Smith   146,215,664    912,891    530,853    16,363,552 
Tanya Tamone   146,198,151    928,158    533,099    16,363,552 

 

All of the nominees named above were elected, having received more votes cast “for” their election than “against” their election.

 

Item 2 – Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

Votes For   162,346,373 
Votes Against   367,109 
Abstentions   1,309,478 

 

Based on the foregoing vote, Item 2 was approved.

 

Item 3 – The non-binding advisory vote on the compensation of the Company’s named executive officers, as disclosed in the “Compensation Discussion and Analysis” section and the accompanying compensation tables and related narratives contained in the proxy statement for the Annual Meeting.

 

Votes For   98,595,579 
Votes Against   43,428,949 
Abstentions   5,634,880 
Broker Non-Votes   16,363,552 

 

Based on the foregoing vote, Item 3 was approved.

 

The Compensation Committee and the Board of Directors of the Company will consider the outcome of the advisory vote when making future compensation decisions relating to the compensation paid to the Company’s named executive officers.

 

 

 

 

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.

  

Date:  June 5, 2026Ribbon Communications Inc.
  
 By: /s/ Patrick Macken
   Name: Patrick W. Macken
   Title: Executive Vice President, Chief Legal Officer and Secretary