zk1313372.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): July 9, 2013 (July 3, 2013)
 
MAGICJACK VOCALTEC LTD.
(Exact name of registrant as specified in its charter)
 
ISRAEL       000-27648  
(State or other jurisdiction of incorporation)  (Commission File Number)    (IRS Employer 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 July 3, 2013 the following matters were approved by the Company’s shareholders:

1.  To approve the election of the following persons to serve as directors of the Company until the next annual general meeting of shareholders to be held in 2014:

Mr. Donald A. Burns

For
  
Against
  
Abstain
  
Broker Non-Vote
7,387,182
  
125,486
  
15,742
  
56,728
 
Mr. Richard Harris
 
For
  
Against
  
Abstain
  
Broker Non-Vote
7,410,751          
  
101,963     
  
15,696      
  
56,728
                                                    
Dr. Yuen Wah Sing

For
  
Against
  
Abstain
  
Broker Non-Vote
7,228,481
  
283,852
  
16,077
  
56,728
 
Mr. Gerald Vento
 
For
  
Against
  
Abstain
  
Broker Non-Vote
7,409,163
  
101,965
  
17,282
  
56,728

 
   2.
To approve the Company’s Compensation Policy.

For
  
Against
  
Abstain
  
Broker Non-Vote
6,818,358
  
137,211
  
512,466
  
117,103
 
As provided in the Israeli Companies Law, the proposal received a majority of the shares of the voting shareholders who are not controlling shareholders and do not have a personal interest in the approval of the proposal and the total number of shares voted against the proposal did not exceed 2% of the total voting rights of the Company.

 
   3.
To approve the Employment Agreement, Stock Option Agreement and Restricted Stock Agreement with Mr. Vento.

For
  
Against
  
Abstain
  
Broker Non-Vote
5,564,893
  
1,868,220
  
45,575
  
106,450
 
As provided in the Israeli Companies Law, the proposal received a majority of the shares of the voting shareholders who are not controlling shareholders and do not have a personal interest in the approval of the proposal.
 
 
 
 

 
4.
To approve the grant of 6,046 ordinary shares to Mr. Richard Harris in connection with his election as a director.

For
  
Against
  
Abstain
  
Broker Non-Vote
6,073,202
  
1,354,424
  
100,790
  
56,722

 
5.
To approve the 2013 Stock Incentive Plan.

For
  
Against
  
Abstain
  
Broker Non-Vote
5,649,267
  
1,846,326
  
32,823
  
56,722
 
 
6.
To approve the Israeli 2013 Stock Incentive Plan.

For
  
Against
  
Abstain
  
Broker Non-Vote
5,630,279
  
1,865,835
  
32,302
  
56,722
 
 
7.
To approve the 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, 2013 and authorize the Company’s Board of Directors, subject to the 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
6,980,630
  
153,935
  
450,573
  
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/ Jose Gordo  
    Name: Jose Gordo   
    Title:   Chief Financial Officer  
       
Date: July 9, 2013