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 16, 2020

IDT CORPORATION

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.      ☐

(e) The term of the Fourth Amended and Restated Employment Agreement between Howard Jonas and IDT Corporation (the “Registrant” or the “Company”) is scheduled to expire on December 31, 2021. On December 16, 2020, the Compensation Committee of the Company’s Board of Directors approved a Fifth Amended and Restated Employment Agreement (the “Fifth Amended Agreement”) with Howard Jonas that will be replace the Fourth Amended and Restated Employment Agreement and be effective January 1, 2021. Pursuant to the Fifth Amended Agreement, Howard Jonas will receive an annual cash base salary of $250,000 from January 1, 2021 to December 31, 2021 for his role as senior advisor to the Chief Executive Officer and, if so designated by the Board of Directors, Chairman of the Board of the Company. Howard Jonas will be entitled to receive discretionary bonuses approved by the Chief Executive Officer or the Compensation Committee of the Company’s Board of Directors. The term of the Fifth Amended Agreement shall automatically extend for additional one-year periods, unless prior notice is given by either party.

A copy of the Fifth Amended Agreement is attached hereto as Exhibit 10.01 and is incorporated by reference herein as if set forth in full.

(a) The Company’s 2020 Annual Meeting of Stockholders was held on December 16, 2020 (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:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

EXHIBIT INDEX

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