Ribbon Communications Inc. 10-Q

Item 5. Other Information We intend to hold our Annual Meeting of Stockholders (the “2023 Annual Meeting”) on August 3, 2023 or shortly thereafter, at a time and location to be specified in our proxy statement for the 2023 Annual Meeting (the “Proxy Statement”). The record date for determining stockholders eligible for notice of, and to vote at, the 2023 Annual Meeting has not yet been set by the Board and will also be included in the Proxy Statement. In accordance with our Amended and Restated By-laws (the “Bylaws”), the foregoing information constitutes a public announcement of our annual meeting date within the meaning of Section 2.9 thereof. Because the 2023 Annual Meeting has been changed by more than 30 calendar days from the date of the previous year’s meeting, pursuant to Rule 14a-8 (“Rule 14a-8”) under the Exchange Act, our stockholders who wish to have a proposal considered for inclusion in our proxy materials for the 2023 Annual Meeting pursuant to Rule 14a-8 must ensure that their proposal is received by our Secretary at 6500 Chase Oaks Blvd., Suite 100, Plano, Texas, 75023, by May 15, 2023, which we 45 have determined to be a reasonable time before we expect to begin to print and send our proxy materials. Rule 14a-8 proposals must also comply with the requirements of Rule 14a-8 and other applicable laws in order to be eligible for inclusion in our proxy materials for the 2023 Annual Meeting. The May 15, 2023 deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) under the Exchange Act. In addition, in accordance with the requirements contained in the our Bylaws, stockholders who wish to bring business before the 2023 Annual Meeting outside of Rule 14a-8 or to nominate a person for election as a director must ensure that written notice of such proposal (including all of the information specified in the Bylaws) is received by our Secretary at the address specified above no later than the close of business on May 15, 2023. Any such nomination or proposal must meet the requirements set forth in the Bylaws in order to be brought before the 2023 Annual Meeting. 46 Item 6. Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of November 14, 2019, by and among the Registrant, Ribbon Communications Israel Ltd., Eclipse Communications Ltd., ECI Telecom Group Ltd. and ECI Holding (Hungary) Korlátolt Felelősségű Társág (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed November 14, 2019 with the SEC). 2.2 Amended and Restated Purchase Agreement, dated December 1, 2020, among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc., Ribbon Communications International Limited and American Virtual Cloud Technologies, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed December 7, 2020 with the SEC). 3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K12B, filed October 30, 2017 with the SEC). 3.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed November 28, 2017 with the SEC). 3.3 Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed March 30, 2023 with the SEC). 3. 4 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). 4.1 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). 10.1 Form of Securities Purchase Agreement, dated March 28, 2023, by and among Ribbon Communications Inc. and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed March 30, 2023 with the SEC). 10.2 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). 10.3 Sixth Amendment to Credit Agreement, dated March 24, 2023, among the Company, 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). 31.1 * Certificate of Ribbon Communications Inc. Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certificate of Ribbon Communications Inc. Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 # Certificate of Ribbon Communications Inc. Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 # Certificate of Ribbon Communications Inc. Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS * Inline XBRL Instance Document 101.SCH * Inline XBRL Taxonomy Extension Schema 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase 104 * Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) _______________________________________ * Filed herewith. # Furnished herewith. 47 SIGNATURES 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, thereunto duly authorized. Date: April 28, 2023 RIBBON COMMUNICATIONS INC. By: /s/ Miguel A Lopez Miguel A. Lopez Executive Vice President and Chief Financial Officer (Principal Financial Officer) 48