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
May 23, 2023
Date of Report (Date of earliest event reported)
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 (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 |
| 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the preparation for the 2023 annual meeting of stockholders (the "Annual Meeting") of Ribbon Communications Inc. (“Ribbon” or the "Company"), on May 23, 2023, Mariano de Beer, a member of the Company's Board of Directors (the "Board"), determined that he does not intend to stand for re-election as a director of the Company when his term expires at the Annual Meeting in order to focus on his work as a partner with Nexo Latam, LLP. Mr. de Beer will remain a member of the Board and of the committees of the Board on which he currently serves through the Annual Meeting. Joining Ribbon as a director and Chairman of the Board’s Technology & Innovation Committee following the Company’s acquisition of ECI Telecom in March 2020, Mr. de Beer provided significant experience and support for the Company’s integration of the IP Optical Networking business.
The Board expects to set the size of the Board of Directors at eight members, effective as of the Annual Meeting, so that there will not be a vacancy on the Board as a result of Mr. de Beer's decision.
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: May 26, 2023 | Ribbon Communications Inc. |
| | |
| | By: | /s/ Patrick Macken |
| | Name: Patrick W. Macken |
| | Title: Executive Vice President, Chief Legal Officer and Secretary |
