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): ~~April~~May 5, 2022

____________________________

VONAGE HOLDINGS CORP.

(Exact Name of Registrant as Specified in Charter)

____________________________

Delaware

001-32887

11-3547680

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

101 Crawfords Corner Road, Suite 2416

Holmdel

07733

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (732) 528-2600

(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))

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. ☐

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 $0.001

Nasdaq Global Select Market

Item 5 2.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers;~~Condition ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~

On ~~April 8~~May 5, 2022, Vonage Holdings Corp. (the "“Company"”) announced ~~that~~its ~~Rodolpho~~financial ~~Cardenuto~~results for the quarter ended March 31, ~~President~~2022. The full text of the ~~Applications~~press ~~Group,~~release ~~will~~issued bein ~~leaving~~connection with the ~~Company,~~announcement ~~effective~~is furnished as ofExhibit ~~April~~99.1 ~~22,~~to ~~2022~~this Current Report on Form 8-K.

InThe ~~connection~~information ~~with~~in ~~his~~this ~~departure,~~Item Mr2.02 ~~Cardenuto~~(including isExhibit ~~eligible~~99.1) shall not be deemed "filed" for ~~the~~purposes ~~Company’s~~of ~~Executive~~Section 18 ~~Leadership~~of ~~Team~~the ~~Severance~~Securities ~~Program,~~Exchange ~~which~~Act ~~calls~~of ~~for~~1934, as amended (i)the ~~twelve~~“Exchange ~~months’~~Act”), ~~base~~or ~~salary~~otherwise ~~payable~~subject ~~over~~to the ~~Company’s~~liabilities ~~payroll~~of ~~cycle~~that section, ~~(ii)~~nor ashall ~~pro-rated~~it ~~bonus~~be ~~paid~~deemed inincorporated ~~the~~by ~~following~~reference ~~year~~in ~~based~~any onfiling ~~actual~~under ~~Company~~the ~~performance,~~Securities ~~(iii)~~Act ~~twelve~~of ~~months’~~1933, ~~vesting~~as ~~for~~amended, ~~all~~or ~~equity~~the ~~awards~~Exchange Act, ~~and~~except ~~(iv)~~as anexpressly ~~amount~~set offorth upby tospecific ~~twelve~~reference ~~months~~in ofsuch ~~COBRA~~a ~~payments~~filing.

The Company is making references to non-GAAP financial information in both the press release and the referenced conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

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.

EXHIBIT INDEX

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)


99.1						Earnings Release issued by Vonage Holdings Corp. on May 5, 2022

104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)

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.

VONAGE HOLDINGS CORP.

Date:

~~April~~May 85, 2022

By:

/s/ ~~Randy~~Stephen ~~K. Rutherford~~Lasher

Randy K. RutherfordChief Legal Officer

Stephen LasherChief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

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