Idt Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect William Conkling, Eric F. Cosentino, Howard S. Jonas, Judah Schorr and Elaine S. Yatzkan as voting directors, each for a one-year term ending at the 2027 annual meeting or until a successor is elected and qualified.

2. 2

   Approval of Amendment to the Company’s 2024 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment increasing the number of Class B Common Stock shares available for awards under the 2024 Plan by 75,000, from 425,000 to 500,000 shares.

   More detail

   Proposal 2 asks shareholders to amend the 2024 Equity Incentive Plan by adding 75,000 shares of Class B Common Stock to the award reserve. The amendment would increase the total reserve from 425,000 to 500,000 shares. Management states that the additional capacity is needed for future awards to employees, directors and consultants whose services are important to the Company’s long-term success. The proposal therefore supports the Company’s recruitment and retention objectives through equity-based compensation. The plan permits stock options, including incentive stock options, stock appreciation rights, restricted stock and deferred stock units. The Company indicates that shareholder approval is being sought to facilitate ISO grants under Section 422 of the Internal Revenue Code and to support compliance with Rule 16b-3 and applicable NYSE requirements. The Compensation Committee administers the plan and determines award recipients, amounts, types and terms, so the proposal gives that committee additional future grant capacity rather than approving specific awards. The Company reports approximately 1,893 eligible employees and directors and states that it cannot presently determine how many future awards will be granted or to whom. The amended plan also includes a $750,000 annual compensation limit for non-employee directors, with a $1 million limit in the year of initial election or appointment, subject to specified exclusions. The Board recommends voting FOR because it views the additional reserve as necessary to maintain competitive compensation and support long-term growth.

Upcoming shareholder meetings at Idt Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Idt Corp 2026 annual meeting?

Idt Corp (IDT) holds its 2026 annual shareholder meeting on Thursday, December 10, 2026.

What is the record date for the Idt Corp 2026 meeting?

The record date for the Idt Corp 2026 meeting is Friday, October 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Idt Corp's 2026 meeting?

The board is presenting 5 director nominees at the Idt Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Idt Corp 2026 meeting?

Shareholders will vote on 2 proposals at the Idt Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.