Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers OnJanuary 14, 2021 ,Vonage Holdings Corp. ("Vonage" or the "Company") announced the appointment ofJoseph Anthony Bellissimo as the Company's Chief Operating Officer, effectiveJanuary 19, 2021 .Mr. Bellissimo , age 56, joins Vonage from International Business Machines Corporation, a technology and consulting company ("IBM"), where he served as the General Manager of IBM'sU.S. Public and Federal Market division sinceNovember 2019 . In this role, he was responsible for a multi-billion dollar portfolio spanning three industries - Healthcare and Life Sciences, Government and Education, and Defense and Intelligence. In this position,Mr. Bellissimo focused his efforts on assisting clients with their digital and business transformations and transition to the cloud.Mr. Bellissimo previously held multiple other executive positions at IBM including Global General Manager, Cognitive Process Transformation (IBM Global Services ) fromJanuary 2018 toNovember 2019 ; General Manager and Chief Revenue Officer of the Watson Cloud & Platform Unit fromJanuary 2014 toDecember 2017 ; Managing Partner ofGlobal SAP Consulting fromJanuary 2012 toDecember 2013 ; and Managing Partner ofGlobal and Americas Business Services Communications fromJanuary 2011 toDecember 2011 . In connection with his appointment,Mr. Bellissimo entered into an employment arrangement with the Company and will be entitled to an initial annual base salary of$600,000 , a one-time sign-on cash bonus of$2 million , and he will be eligible to earn an annual performance bonus equal to 100% of his base salary in accordance with the Company's annual bonus program for senior executives. Following his appointment,Mr. Bellissimo will receive the following equity grants under the Company's Amended and Restated 2015 Incentive Plan: •A one-time, sign-on award of$3.5 million of time-vesting restricted stock units, which will vest in three equal installments on the first, second, and third anniversaries of the date of award, subject toMr. Bellissimo's continued employment on such dates ("RSUs") •In respect of the Company's annual grant cycle, an award of$2.5 million , consisting of$1 million of RSUs and$1.5 million of performance-based restricted stock units ("PRSUs"), which will be subject to the same performance criteria as the PRSUs granted to the senior executives of the Company in the 2021-2023 performance cycle. There are no arrangements or understandings betweenMr. Bellissimo and any other person pursuant to which he was selected as an executive officer of the Company. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Item 9.01. Financial Statements and Exhibits (d) Exhibits
See accompanying Exhibit Index for a list of the exhibits furnished with this Current Report on Form 8-K.
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