IDT Corporation (NYSE: IDT) 2025 meeting elects board, expands equity plan

Rhea-AI Filing Summary

IDT Corporation reported results of its 2025 Annual Meeting of Stockholders held on December 11, 2025. Stockholders elected all five nominees to the Board of Directors for one-year terms, with support levels generally above 86% of votes cast. For example, Elaine S. Yatzkan received 5,731,523 votes for, 536,961 against, 1,467 abstentions, and 91.41% support.

Stockholders also approved an amendment to the IDT Corporation 2024 Equity Incentive Plan to increase the number of shares of Class B common stock available for awards by 175,000. This proposal received 5,359,038 votes for, 895,690 against, 15,323 abstentions, and 85.47% of votes cast in favor.

false 0001005731 0001005731 2025-12-11 2025-12-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 11, 2025

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: (973) 438-1000

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”) 2025 Annual Meeting of Stockholders was held on December 11, 2025 (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		5,434,828		833,630		1,593		0		86.68
Howard S. Jonas		5,629,549		639,001		1,501		0		89.78
Irwin Katsof		5,696,829		571,701		1,521		0		90.86
Judah Schorr		5,516,105		752,428		1,518		0		87.98
Elaine S. Yatzkan		5,731,523		536,961		1,467		0		91.41

(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 amendment to the IDT Corporation 2024 Equity Incentive Plan that will, among other things, increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 175,000.

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

Votes For		Votes Against		Abstentions		Broker Non-Vote		% Votes For
5,359,038		895,690		15,323		0		85.47

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 16, 2025	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

FAQ

What did IDT (IDT) stockholders vote on at the 2025 annual meeting?

Stockholders voted on electing five nominees to the Board of Directors for one-year terms and on approving an amendment to the 2024 Equity Incentive Plan increasing available Class B shares for awards by 175,000.

Were IDT (IDT) director nominees elected and how strong was support?

All five director nominees were elected. Support exceeded roughly 86% of votes cast for each nominee, with Elaine S. Yatzkan receiving 5,731,523 votes for and 91.41% support.

What change was approved to the IDT (IDT) 2024 Equity Incentive Plan?

Stockholders approved an amendment to the IDT Corporation 2024 Equity Incentive Plan that increases the number of shares of Class B common stock available for the grant of awards by 175,000.

How many votes supported the IDT (IDT) equity incentive plan amendment?

The equity plan amendment received 5,359,038 votes for, 895,690 against, 15,323 abstentions, and 0 broker non-votes, representing 85.47% of votes cast in favor.

When was the IDT (IDT) 2025 Annual Meeting of Stockholders held?

The 2025 Annual Meeting of Stockholders for IDT Corporation was held on December 11, 2025.

Which class of IDT (IDT) stock is covered by the equity plan increase?

The amendment increases the number of shares of Class B common stock available for the grant of awards under the 2024 Equity Incentive Plan by 175,000 shares.