Ribbon Communications (RBBN) investors approve board slate, say-on-pay and Deloitte as auditor

Rhea-AI Filing Summary

Ribbon Communications Inc. reported the results of its annual stockholder meeting held on June 3, 2026. Stockholders representing 163,724,665 shares, about 93% of the shares outstanding as of the April 6, 2026 record date, were present or represented by proxy.

All nine director nominees were elected, each receiving a strong majority of votes cast "for" versus "against." Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved the non-binding advisory vote on executive compensation. The say-on-pay proposal received 98,595,579 votes for, 43,428,949 against, and 5,634,880 abstentions, with 16,363,552 broker non-votes. The Compensation Committee and Board indicated they will consider this outcome in future pay decisions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 163,724,665 shares Director example – R. Stewart Ewing Jr. votes for: 146,551,668 votes Auditor ratification votes for: 162,346,373 votes +5 more

8 metrics

Shares represented 163,724,665 shares Present or by proxy at annual meeting; about 93% of outstanding as of April 6, 2026

Director example – R. Stewart Ewing Jr. votes for 146,551,668 votes Votes for election as director, plus 580,988 against and 526,752 abstentions

Auditor ratification votes for 162,346,373 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 367,109 votes Votes against ratifying Deloitte & Touche LLP as independent registered public accounting firm

Say-on-pay votes for 98,595,579 votes Non-binding advisory vote approving executive compensation

Say-on-pay votes against 43,428,949 votes Non-binding advisory vote opposing executive compensation

Say-on-pay abstentions 5,634,880 votes Abstentions on advisory executive compensation proposal

Broker non-votes on say-on-pay 16,363,552 votes Broker non-votes recorded on advisory compensation proposal

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory vote, named executive officers, +2 more

6 terms

broker non-votes financial

"Broker Non-Votes | | | 16,363,552"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory vote financial

"The non-binding advisory vote on the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

named executive officers financial

"compensation of the Company’s named executive officers, as disclosed in the “Compensation Discussion and Analysis” section"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Compensation Committee financial

"The Compensation Committee and the Board of Directors of the Company will consider the outcome of the advisory vote"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

record date financial

"representing approximately 93% of the Company’s outstanding common stock as of the April 6, 2026 record date."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

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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): June 3, 2026

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:

	¨	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 5.07. Submission of Matters to a Vote of Security Holders.

Ribbon Communications Inc. (the “Company”) held its annual meeting of stockholders on June 3, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered and voted upon the matters listed below. A total of 163,724,665 shares of common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 93% of the Company’s outstanding common stock as of the April 6, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Proxy Statement.

Item 1 – Election of nine directors for a term of office expiring on the date of the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified.

Director		Votes For				Votes Against				Abstentions				Broker Non-Votes
R. Stewart Ewing, Jr.			146,551,668				580,988				526,752				16,363,552
Bruns H. Grayson			146,208,271				925,393				525,744				16,363,552
Beatriz V. Infante			140,967,587				6,167,837				523,984				16,363,552
Scott Mair			146,568,172				565,390				525,846				16,363,552
Bruce W. McClelland			146,407,178				724,725				527,505				16,363,552
Shaul Shani			146,237,876				896,484				525,048				16,363,552
Louis Silver			146,380,850				747,357				531,201				16,363,552
Richard W. Smith			146,215,664				912,891				530,853				16,363,552
Tanya Tamone			146,198,151				928,158				533,099				16,363,552

All of the nominees named above were elected, having received more votes cast “for” their election than “against” their election.

Item 2 – Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For			162,346,373
Votes Against			367,109
Abstentions			1,309,478

Based on the foregoing vote, Item 2 was approved.

Item 3 – The non-binding advisory vote on the compensation of the Company’s named executive officers, as disclosed in the “Compensation Discussion and Analysis” section and the accompanying compensation tables and related narratives contained in the proxy statement for the Annual Meeting.

Votes For			98,595,579
Votes Against			43,428,949
Abstentions			5,634,880
Broker Non-Votes			16,363,552

Based on the foregoing vote, Item 3 was approved.

The Compensation Committee and the Board of Directors of the Company will consider the outcome of the advisory vote when making future compensation decisions relating to the compensation paid to the Company’s named executive officers.

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:  June 5, 2026	Ribbon Communications Inc.
	By:	/s/ Patrick Macken
		Name:	Patrick W. Macken
		Title:	Executive Vice President, Chief Legal Officer and Secretary

FAQ

What did Ribbon Communications (RBBN) stockholders vote on at the 2026 annual meeting?

Ribbon Communications stockholders voted on electing nine directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving a non-binding advisory vote on named executive officer compensation, commonly called say-on-pay, as described in the company’s proxy materials.

Were all Ribbon Communications (RBBN) director nominees elected at the 2026 annual meeting?

Yes, all nine Ribbon Communications director nominees were elected. Each candidate received more votes cast "for" than "against," with vote totals for individual nominees generally around 146 million shares supporting their election, plus additional broker non-votes reported in the tabulation.

Did Ribbon Communications (RBBN) stockholders approve the company’s auditor for 2026?

Yes, stockholders ratified Deloitte & Touche LLP as Ribbon Communications’ independent registered public accounting firm for the year ending December 31, 2026, with 162,346,373 votes for, 367,109 against, and 1,309,478 abstentions recorded in the final voting results.

How did Ribbon Communications (RBBN) stockholders vote on executive compensation (say-on-pay)?

Ribbon Communications’ say-on-pay proposal was approved on an advisory basis. It received 98,595,579 votes for, 43,428,949 votes against, 5,634,880 abstentions, and 16,363,552 broker non-votes. The Board and Compensation Committee plan to consider this outcome in future compensation decisions.

What was stockholder participation at Ribbon Communications’ 2026 annual meeting?

Participation was high, with 163,724,665 shares of common stock present in person or by proxy. This represented approximately 93% of Ribbon Communications’ outstanding common stock as of the April 6, 2026 record date for the annual meeting.

Who signed the report summarizing Ribbon Communications’ 2026 annual meeting results?

The report was signed on behalf of Ribbon Communications by Patrick W. Macken, who serves as Executive Vice President, Chief Legal Officer and Secretary. The signature block confirms the company’s authorization of the reported voting outcomes for the annual meeting.

Filing Exhibits & Attachments

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