IDT Seeks Shareholder Approval for Director Elections, Equity Plan Boost

TL;DR

**IDT's equity plan expansion and director elections are standard, but watch the 'controlled company' governance for any future shifts.**

AI Summary

IDT Corporation's DEF 14A filing outlines key proposals for its Annual Meeting on December 11, 2025, including the election of five directors and an amendment to the 2024 Equity Incentive Plan. The proposed amendment seeks to increase the number of Class B Common Stock shares available for awards by an additional 175,000. As of the October 17, 2025 record date, IDT had 25,072,591 shares outstanding and entitled to vote, comprising 1,574,326 Class A Common Stock shares and 23,498,265 Class B Common Stock shares. The company operates as a 'controlled company' due to Howard S. Jonas controlling over 50% of the voting power, yet it maintains a majority of independent directors and fully independent Audit, Compensation, and Corporate Governance Committees. The Board has determined that Eric F. Cosentino, Irwin Katsof, and Judah Schorr are independent directors. The filing emphasizes strong corporate governance, with guidelines and a Code of Business Conduct and Ethics available on its website.

Why It Matters

This DEF 14A filing is crucial for investors as it details the upcoming director elections and a proposed increase of 175,000 shares for the 2024 Equity Incentive Plan, which could impact shareholder dilution and executive compensation. The company's 'controlled company' status, despite maintaining independent committees, highlights a potential governance dynamic that investors should monitor. For employees, the equity plan amendment could signal future compensation opportunities. In a competitive market, robust governance and clear compensation strategies are vital for attracting and retaining talent, and this filing provides transparency into IDT's approach.

Risk Assessment

Risk Level: medium — The risk level is medium due to the proposed increase of 175,000 shares for the 2024 Equity Incentive Plan, which could lead to shareholder dilution. While IDT operates as a 'controlled company' with Howard S. Jonas holding over 50% of voting power, the company states it maintains a majority of independent directors and fully independent Audit, Compensation, and Corporate Governance Committees, mitigating some governance risks.

Analyst Insight

Investors should carefully review the proposed amendment to the 2024 Equity Incentive Plan, specifically the 175,000 additional shares, to understand potential dilution. Engage with IDT's investor relations for clarification on the rationale behind the share increase and its impact on long-term shareholder value.

Key Numbers

• 175,000 — Additional shares for 2024 Equity Incentive Plan (Proposed increase in Class B Common Stock available for awards)
• 25,072,591 — Total shares outstanding and entitled to vote (As of October 17, 2025 Record Date)
• 1,574,326 — Class A Common Stock shares outstanding (As of October 17, 2025 Record Date)
• 23,498,265 — Class B Common Stock shares outstanding (As of October 17, 2025 Record Date)
• 1,698,000 — Class A Common Stock shares beneficially owned by Company (Not entitled to vote or counted for quorum)
• 5,030,430 — Class B Common Stock shares beneficially owned by Company (Not entitled to vote or counted for quorum)
• 5 — Number of directors to be elected (Each for a term of one year)
• 11:00 a.m. — Annual Meeting time (Thursday, December 11, 2025)
• October 17, 2025 — Record Date (For determining stockholders entitled to vote)
• $120,000 — Maximum direct compensation for independent director qualification (Excluding director/committee fees and deferred compensation)

Key Players & Entities

• IDT Corporation (company) — Registrant
• Howard S. Jonas (person) — Chairman and Chairman of the Board of Directors, controls over 50% of voting power
• Joyce J. Mason (person) — Executive Vice President, General Counsel and Corporate Secretary
• Eric F. Cosentino (person) — Independent Director, Lead Independent Director
• Irwin Katsof (person) — Independent Director
• Judah Schorr (person) — Independent Director
• Bill Pereira (person) — Director, not a non-employee director
• Elaine S. Yatzkan (person) — Director, not a non-employee director
• SEC (regulator) — Securities and Exchange Commission
• New York Stock Exchange (regulator) — Listing requirements

FAQ

Industry Context

IDT Corporation operates in the telecommunications and payment processing sectors. The industry is characterized by rapid technological advancements, increasing competition, and evolving regulatory landscapes. Companies in this space often focus on expanding service offerings, enhancing user experience, and managing costs to maintain market share.

Regulatory Implications

As a publicly traded company, IDT is subject to SEC regulations and reporting requirements, including the timely filing of proxy statements like this DEF 14A. Compliance with corporate governance standards and disclosure rules is critical to maintaining investor confidence and avoiding penalties.

What Investors Should Do

1. Review the proposals for the Annual Meeting.
2. Vote your shares by the deadline.
3. Understand voting rights associated with Class A and Class B Common Stock.
4. Check for proxy materials availability online.

Key Dates

• 2025-12-11: Annual Meeting of Stockholders — Key proposals, including director elections and equity plan amendments, will be voted on by shareholders.
• 2025-10-17: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-11-07: Mailing of Proxy Materials — Informs shareholders about the Annual Meeting and provides materials for voting.
• 2025-10-30: Filing of Proxy Statement — Publicly discloses the details of the Annual Meeting and related proposals.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the Proxy Statement for IDT Corporation's annual meeting.)

Class A Common Stock

One class of common stock of IDT Corporation, with each share entitled to three votes. (Shareholders holding this stock are eligible to vote on company matters.)

Class B Common Stock

Another class of common stock of IDT Corporation, with each share entitled to one-tenth of one vote. (Shareholders holding this stock are eligible to vote on company matters, and it is the class affected by the equity incentive plan amendment.)

Record Date

A specific date used to determine which shareholders are eligible to receive notice of and vote at a shareholders' meeting. (October 17, 2025, is the record date for IDT's 2025 Annual Meeting.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, group, or another company. (IDT Corporation is a controlled company due to Howard S. Jonas's voting power.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (IDT is seeking to amend its 2024 Equity Incentive Plan to increase the number of shares available for awards.)

Quorum

The minimum number of shareholders or their proxies that must be present at a meeting for business to be legally transacted. (A majority of the voting power of outstanding Class A and Class B Common Stock must be present for the Annual Meeting to proceed.)

Broker Non-Vote

Occurs when a broker holding shares for a beneficial owner does not vote those shares on a particular proposal because the owner has not provided instructions and the broker lacks discretionary authority. (Brokers cannot vote on director elections or equity plan amendments without shareholder instructions, potentially leading to broker non-votes.)

Year-Over-Year Comparison

This filing focuses on the upcoming 2025 Annual Meeting and proposals related to director elections and an equity incentive plan amendment. Specific comparative financial data or changes in risk factors from a previous filing are not detailed within this proxy statement itself, as its primary purpose is to solicit votes for the current meeting's agenda.

Key Financial Figures

• $0.01 — mpany's Class A common stock, par value $0.01 per share ("Class A Common Stock"), and
• $120,000 — within the last three years, more than $120,000 in direct compensation from the Company
• $1 million — iscal Years, exceeds the greater of (a) $1 million or (b) two percent of the consolidated

Filing Documents

• formdef14a.htm (DEF 14A) — 1070KB
• formdef14-a_001.jpg (GRAPHIC) — 5KB
• formdef14-a_002.jpg (GRAPHIC) — 3KB
• 0001493152-25-020225.txt ( ) — 1759KB
• idt-20250731.xsd (EX-101.SCH) — 9KB
• idt-20250731_def.xml (EX-101.DEF) — 13KB
• idt-20250731_lab.xml (EX-101.LAB) — 79KB
• idt-20250731_pre.xml (EX-101.PRE) — 48KB
• formdef14a_htm.xml (XML) — 100KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Rule 14a-12 IDT Corporation (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rule 14a-6(i)(1), and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: IDT CORPORATION 520 Broad Street Newark, New Jersey 07102 (973) 438-1000 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TIME AND DATE: 11:00 a.m., local time, Thursday, December 11, 2025 PLACE: Offices of IDT Corporation, 520 Broad Street, Newark, New Jersey 07102 ITEMS OF BUSINESS: 1. To elect five directors, each for a term of one year. 2. To approve an amendment to the IDT Corporation 2024 Equity Incentive Plan that will increase the number of shares of the Company's Class B Common Stock available for the grant of awards thereunder by an additional 175,000. 3. To transact other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. RECORD DATE: You can vote if you were a stockholder of record as of the close of business in New York, New York on October 17, 2025. PROXY VOTING: You can vote either in person at the Annual Meeting or by proxy without attending the meeting. See details under the heading "How do I Vote?" ANNUAL MEETING IN-PERSON ADMISSION: If you were a stockholder of record as of the close of business in New York, New York on October 17, 2025, a form of personal photo identification must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other written proof of ownership as of October 17, 2025 with you to the Annual Meeting, as well as a form of personal photo identification. The Company requests that any stockholder seeking to attend the Annual Meeting in person first email the Company's investor relations department at invest@idt.net to RSVP. ANNUAL MEETING DIRECTIONS: You may request directions to the Annual Meeting via email at invest@idt.net or by calling IDT Investor Relations at (973) 438-3838. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE IDT CORPORATION STOCKHOLDERS MEETING TO BE HELD ON DECEMBER 11, 2025: The Notice of Annual Meeting and Proxy Statement and the 2025 Annual Report are available at: www.idt.net/investors-and-media BY ORDER OF THE BOARD OF DIRECTORS Joyce J. Mason Executive Vice President, General Counsel and Corporate Secretary Newark, New Jersey October 30, 2025 2 PROXY GENERAL INFORMATION Introduction This Proxy Statement is being furnished to the stockholders of record of IDT Corporation, a Delaware corporation (the "Company" or "IDT") as of the close of business in New York, New York on October 17, 2025, in connection with the solicitation by the Company's Board of Directors (the "Board of Directors") of proxies for use in voting at the Company's 2025 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will be held on Thursday, December 11, 2025 at 11:00 a.m., local time, at the offices of IDT, 520 Broad Street, Newark, New Jersey 07102. The shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), and Class B common stock, par value $0.01 per share ("Class B Common Stock"), present at the Annual Meeting or represented by the proxies received by Internet or mail (properly marked, dated and executed) and not revoked, will be voted at the Annual Meeting. This Proxy Statement is being mailed to the Company's stockholders starting on or about November 7, 2025. Solicitation and Voting Procedures This solicitation of proxies is being made by the Compan

View Full Filing

View this DEF 14A filing on SEC EDGAR