48 unchanged sentences
A copy of the code is available at the Investor Relations section of our website, located at investors.ribboncommunications.com, under “Corporate Governance - Governance Highlights.” We intend to make any disclosure required by law or Nasdaq Stock Market rules regarding any amendments to, or waivers from, any provisions of the code at the same location of our website.
+Added: Our board of directors has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us (the “Insider Trading Policy”).
+Added: Our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
The information required by this Item 10 is included in our definitive Proxy Statement with respect to our 2025 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2024 and is incorporated herein by reference.
25 unchanged sentences
Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
−Removed: 4.1 Description of Capital Stock (incorporated by reference to Registrant's Registration Statement filed on Form S-3, filed April 4, 2023 with the SEC).
+Added: Description of Capital Stock.
Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed March 30, 2023 with the SEC).
13 unchanged sentences
Amended and Restated 2002 Stock Option Plan, dated December 7, 2016 (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8, filed August 6, 2018 with the SEC).
−Removed: 10.12 Senior Secured Credit Facilities Credit Agreement, dated March 3, 2020, among the Company, as guarantor, Ribbon Communications Operating Company, Inc., as the borrower, Citizens Bank, N.A., as administrative agent, a lender, issuing lender, swingline lender, joint lead arrangers and bookrunner, Santander Bank, National Association, as a lender, joint lead arranger and bookrunner, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 4, 2020 with the SEC).
−Removed: 10.13 First Amendment to Credit Agreement, dated August 18, 2020, among Ribbon Communications Operating Company, Inc., as the borrower and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed August 24, 2020 with the SEC).
−Removed: 10.14 Second Amendment to Credit Agreement and Consent, dated December 1, 2020, among Ribbon Communications Operating Company, Inc., as the borrower and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10-K, filed February 26, 2021 with the SEC).
−Removed: 10.15 Third Amendment to Credit Agreement, dated March 3, 2021, among Ribbon Communications Operating Company, Inc., as the borrower, the guarantors party thereto, the financial institutions party thereto as lenders, and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 4, 2021 with the SEC).
−Removed: 10.16 Fourth Amendment to Credit Agreement, dated March 11, 2022, among Ribbon Communications Operating Company, Inc., as the borrower, the guarantors party thereto, the financial institutions party thereto as lenders, and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.45 to the Registrant's Annual Report on Form 10-K, filed March 11, 2022 with the SEC).
−Removed: 10.17 Fifth Amendment to Credit Agreement, dated June 30, 2022, among Ribbon Communications Operating Company, Inc., as the borrower, the guarantors party thereto, the financial institutions party thereto as lenders, and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 5, 2022 with the SEC).
−Removed: 10.18 Sixth Amendment to Credit Agreement, dated March 24 , 2023, among Ribbon Communications Operating Company, Inc., as the borrower, the guarantors party thereto, the financial institutions party thereto as lenders, and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 30 , 2023 with the SEC).
+Added: Senior Secured Credit Facilities Credit Agreement, dated June 21, 2024 by and among the Company, as a guarantor, Ribbon Communications Operating Company, Inc., as the borrower, HPS Investment Partners, LLC, as administrative agent, HPS Investment Partners, LLC and Whitehorse Capital Management, LLC, as lenders, joint lead arrangers and joint bookrunners, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed June 24, 2024 with the SEC).
Form of Non-Statutory Stock Option Award Agreement under the 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed October 31, 2019 with the SEC).
12 unchanged sentences
Severance Agreement between the Registrant and Miguel Lopez, dated June 22, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed June 23, 2020 with the SEC).
+Added: Employment Agreement, dated as of October 3, 2024, among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc.
+Added: and John Townsend (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed October 4, 2024 with the SEC).
+Added: Severance Agreement, dated as of October 3, 2024, among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc.
+Added: and John Townsend (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed October 4, 2024 with the SEC).
+Added: Form of Restricted Stock Unit Award Agreement (Performance-Based Vesting) between the Company and John Townsend (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed October 4, 2024 with the SEC).
Ribbon Communications Inc.
7 unchanged sentences
Severance Agreement, dated September 7, 2020, between the Registrant and Sam Bucci (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q, filed April 30, 2021 with the SEC).
+Added: Employment Agreement, dated November 2, 2022, between the Registrant and Dan Redington.
+Added: Severance Agreement, dated November 2, 2022, between the Registrant and Dan Redington.
Form of Securities Purchase Agreement, dated August 12, 2022, by and among Ribbon Communications Inc.
5 unchanged sentences
Warrant Agreement, dated March 30, 2023, between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed March 30, 2023 with the SEC).
+Added: Ribbon Communications Inc.
+Added: Insider Trading Policy.
Subsidiaries of the Registrant.
9 unchanged sentences
Ribbon Communications Inc.
−Removed: Clawback Policy.
−Removed: 101.INS * Inline XBRL Instance Document
−Removed: 101.SCH * Inline XBRL Taxonomy Extension Schema
−Removed: 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase
−Removed: 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase
−Removed: 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase
−Removed: 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase
+Added: Clawback Policy (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K, filed February 28, 2024 with the SEC).
+Added: Inline XBRL Instance Document
+Added: Inline XBRL Taxonomy Extension Schema
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase
+Added: Inline XBRL Taxonomy Extension Definition Linkbase
+Added: Inline XBRL Taxonomy Extension Label Linkbase
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: _______________________________________
Filed herewith.
7 unchanged sentences
/s/ Bruce McClelland
−Removed: February 28, 2024 Bruce McClelland
+Added: February 27, 2025
+Added: Bruce McClelland
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
−Removed: Signature Title Date
−Removed: /s/ Bruce McClelland President, Chief Executive Officer and Director (Principal Executive Officer) February 28, 2024
+Added: /s/ Bruce McClelland
+Added: President, Chief Executive Officer and Director (Principal Executive Officer)
+Added: February 27, 2025
Bruce McClelland
−Removed: /s/ Miguel A.
−Removed: Lopez Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 28, 2024
−Removed: /s/ Eric Marmurek Senior Vice President, Finance, Chief Accounting Officer (Principal Accounting Officer) February 28, 2024
+Added: /s/ John Townsend
+Added: Executive Vice President and Chief Financial Officer (Principal Financial Officer)
+Added: February 27, 2025
+Added: John Townsend
+Added: /s/ Eric Marmurek
+Added: Senior Vice President and Deputy Chief Financial Officer (Principal Accounting Officer)
+Added: February 27, 2025
Eric Marmurek
−Removed: /s/ Shaul Shani Chairman February 28, 2024
−Removed: /s/ Stewart Ewing Director February 28, 2024
+Added: /s/ Shaul Shani
+Added: February 27, 2025
+Added: /s/ Stewart Ewing
+Added: February 27, 2025
Stewart Ewing
−Removed: Grayson Director February 28, 2024
+Added: February 27, 2025
/s/ Beatriz V.
−Removed: Infante Director February 28, 2024
−Removed: /s/ Scott Mair Director February 28, 2024
−Removed: Smith Director February 28, 2024
−Removed: /s/ Tanya Tamone Director February 28, 2024
+Added: February 27, 2025
+Added: /s/ Scott Mair
+Added: February 27, 2025
+Added: February 27, 2025
+Added: /s/ Tanya Tamone
+Added: February 27, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.