Form 8-K - Current report

 

 

 

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): December 12, 2024

 

 

 

IDT CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		1-16371		22-3415036
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

520 Broad Street Newark, New Jersey		07102
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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 (see General Instruction A.2. below):

 

☐	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
Class B common stock, par value $.01 per share		IDT		New York Stock Exchange.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

(a) IDT Corporation’s (the “Company’s”) 2024 Annual Meeting of Stockholders was held on December 12, 2024 (the “Meeting”). Stockholders voted on the matters set forth below.

 

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

 

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

 

Nominee		Votes For		Votes Against		Abstentions		Broker Non-Vote		% Votes For
Eric F. Cosentino		5,791,594		650,083		2,532		0		89.87
Howard S. Jonas		5,985,126		456,871		2,213		0		92.88
Irwin Katsof		6,429,197		12,581		2,432		0		99.77
Judah Schorr		5,878,381		563,920		1,909		0		91.22
Elaine S. Yatzkan		6,040,814		401,492		1,904		0		93.74

 

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an advisory vote on the compensation of the Named Executive Officers.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Vote		% Votes For
6,380,504		39,146		24,560		0		99.01

 

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval on an advisory vote on the frequency of future advisory votes on the executive compensation of the Named Executive Officers.

 

The number of votes cast with respect to this matter was as follows:

 

One Year		Two Years		Three Years		Abstain		Broker Non-Vote		% Votes For
779,604		6,705		5,573,702		84,198		11		90.89

 

Item 7.01

Regulation FD Disclosure.

 

On December 13, 2024, IDT Corporation (the “Registrant”) announced that its Board of Directors has declared a quarterly cash dividend of $0.05 per share. The dividend is payable on December 31, 2024 to stockholders of record as of December 23, 2024.

 

The Registrant is furnishing the information contained in this Current Report, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.

 

Item 8.01

Other Items.

 

The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Document
104		Cover Page Interactive Data File, formatted in Inline XRBL document

 

2

 

 

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.

 

Dated: December 13, 2024	IDT CORPORATION
	By:	/s/ Shmuel Jonas
	Name:	Shmuel Jonas
	Title:	Chief Executive Officer

 

3

 

 

EXHIBIT INDEX

 

Exhibit No.		Document
104		Cover Page Interactive Data File, formatted in Inline XRBL document

 

4

 

Cover	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
Entity File Number	1-16371
Entity Registrant Name	IDT CORPORATION
Entity Central Index Key	0001005731
Entity Tax Identification Number	22-3415036
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	520 Broad Street
Entity Address, City or Town	Newark,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07102
City Area Code	(973)
Local Phone Number	438-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B common stock, par value $.01 per share
Trading Symbol	IDT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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