zk1211913.htm


 
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): August 22, 2012 (August 16, 2012)
 
MAGICJACK VOCALTEC LTD.
(Exact name of registrant as specified in its charter)
 
ISRAEL
 000-27648
 
     
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

     12 BENNY GAON STREET, BUILDING 2B
POLEG INDUSTRIAL AREA, NETANYA, ISRAEL 42504
(Address of principal executive offices, Zip Code)
 
Telephone: (561) 749-2255
(Registrant’s telephone number, including area code)

Not Applicable
(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))
 
 
 

 
 
Item 5.07                        Submission of Matters to a Vote of Security Holders

At the annual general meeting (the “Meeting”) of the shareholders of magicJack VocalTec Ltd. (the “Company”) held on August 16, 2012, the following matters were considered and approved by the Company’s shareholders:

1.
Reappointment of Mr. Yoseph Dauber as an external director of the Company for a three-year term in accordance with the Israeli Companies Law.

For
 
Against
 
Abstain
 
Broker Non-Vote
10,485,157
 
163,706
 
21,967
 
49,360

As provided in the Israeli Companies Law, the total number of shares voted against the proposal did not exceed 2% of the total voting rights of the Company.

2.
Cash compensation and expense reimbursement of the Company's current and future non-external directors (other than Mr. Daniel Borislow and Dr. Yuen Wah Sing), effective as of October 1, 2012.

For
 
Against
 
Abstain
 
Broker Non-Vote
10,635,305
 
27,613
 
23,900
 
33,372

3.
Cash compensation and expense reimbursement of the Company's external directors, effective as of October 1, 2012.

For
 
Against
 
Abstain
 
Broker Non-Vote
10,629,748
 
26,732
 
14,034
 
49,676

As provided in the Israeli Companies Law, the total number of shares voted against the proposal did not exceed 2% of the total voting rights of the Company.

4.
Share grant arrangement with Mr. Daniel Borislow.

For
 
Against
 
Abstain
 
Broker Non-Vote
10,534,284
 
85,408
 
23,923
 
76,575

As provided in the Israeli Companies Law, the total number of shares voted against the proposal did not exceed 2% of the total voting rights of the Company.

5.
Approval on an advisory basis the proposal of the Company's executive compensation.

For
 
Against
 
Abstain
 
Broker Non-Vote
10,274,878
 
352,748
 
59,192
 
33,372
 
6.
Advisory vote on whether an advisory vote on the Company's executive compensation be held every one, two or three years.

Every 1 Year
 
Every 2 Years
 
Every 3 Years
 
Abstain
1,469,219
 
343,819
 
8,185,920
 
687,853

 
 

 
 
7.
Amendment to the Company's Articles of Association to provide for election of each of the Company's directors on an annual basis (other than the Company's external directors).

For
 
Against
 
Abstain
 
Broker Non-Vote
10,656,199
 
4,232
 
26,387
 
33,372

8.
Reappointment of BDO USA, LLP and BDO Ziv Haft, Certified Public Accountants (Isr) as the Company's independent public auditors for the year ending December 31, 2012 and to authorize the Company's Board of Directors, subject to approval by the Audit Committee, to fix the compensation of the auditors in accordance with the volume and nature of their services.

For
 
Against
 
Abstain
 
Broker Non-Vote
10,660,786
 
12,800
 
46,604
 
0
 
 
 

 
 
SIGNATURES
 
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.
 
 
MAGICJACK VOCALTEC LTD.
 
       
  By:
/s/ Peter Russo
 
  Name:
Peter Russo
 
  Title:
Chief Financial Officer
 
       
Date: August 22, 2012