Item 2.06. Material Impairment.

RingCentral (the "Company") has concluded that a material charge for impairment to the remaining prepaid sales commission balance under its strategic partnership with Avaya Holdings Corp. ("Avaya") is required under United States generally accepted accounting principles. On December 13, 2022, Avaya filed a Form 8-K disclosing ongoing discussions regarding one or more potential financings, refinancings, recapitalizations, reorganizations, restructurings or investment transactions, and that certain holders of its senior notes and term loan are not supportive of an out-of-court transaction. In light of public disclosures about Avaya's financial condition and possible corporate reorganization, the Company expects to record a non-cash asset write-down charge of substantially all of the remaining prepaid sales commission balance of up to approximately $160 million in its financial results for the year ending December 31, 2022. In addition, the Company expects to take a write down of substantially all of the remaining fair value of the Company's holdings of Avaya's preferred stock of approximately $28.9 million. No portion of the impairment charge relates to future cash expenditures. The Company will continue to evaluate the recoverability of the assets on an ongoing basis as additional information regarding Avaya's financial condition and prospects is made available.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended & Restated 2013 Equity Incentive Plan

At the 2022 Annual Meeting of Stockholders of RingCentral, Inc. (the "Company") held on December 15, 2022 at the Harvest Inn at 1 Main St., St. Helena, California 94574 (the "Annual Meeting"), the stockholders of the Company voted on and approved the amendment and restatement of the Company's 2013 Equity Incentive Plan (as so amended and restated, the "2013 Plan").

The terms and conditions of the 2013 Plan are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 18, 2022. The 2013 Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Stockholders of record of the Company at the close of business on November 15, 2022 (the "Record Date") were entitled to vote at the Annual Meeting.

Each share of Class A common stock was entitled to one vote on each proposal, each share of Class B common stock was entitled to ten votes on each proposal, and each share of Series A convertible preferred stock, on an as-converted basis, was entitled to one vote on each proposal. The Class A common stock, Class B common stock, and Series A convertible preferred stock voted as a single class on all matters.

Present at the Annual Meeting in person or by proxy were holders of 74,570,925 shares of Class A common stock, representing 74,570,925 votes of Class A common stock, and 9,672,341 shares of Class B common stock, representing 96,723,410 votes of Class B common stock, together representing a total of 171,294,335 votes, or more than 91.91% of the eligible votes, and constituting a quorum.

The stockholders of the Company voted on the following items at the Annual Meeting:

1.To elect ten (10) directors to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified;

2.To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2022;

3.To approve, on an advisory (non-binding) basis, the named executive officers' compensation as disclosed in the proxy statement;

4.To approve, on an advisory (non-binding) basis, the frequency of advisory votes to approve the named executive officer compensation of the Company's named executive officers; and

5.To approve an amendment and restatement of the Company's 2013 Equity Incentive Plan.

The voting results for each of these proposals are detailed below.

Proposal 1: The Company's stockholders elected ten directors to the Board of Directors (the "Board") to serve for a one year term until the 2023 annual meeting of stockholders. The votes for each director were as follows:



      Nominee                For            Withheld        Broker Non-Votes
  Vladimir Shmunis       160,688,612       1,685,999           8,919,724
  Kenneth Goldman        153,006,205       9,368,406           8,919,724
  Michelle McKenna       141,699,249       20,675,362          8,919,724
    Robert Theis         140,943,249       21,431,362          8,919,724
   Allan Thygesen        142,385,338       19,989,273          8,919,724
   Neil Williams         161,939,233        435,378            8,919,724
   Mignon Clyburn        162,057,982        316,629            8,919,724
    Arne Duncan          162,059,854        314,757            8,919,724
   Tarek Robbiati        162,223,818        150,793            8,919,724
 Sridhar Srinivasan      162,222,170        152,441            8,919,724

Proposal 2. The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes regarding the proposal were as follows:


     For            Against        Abstain        Broker Non-Votes
 171,035,476        210,391        48,468                0

Proposal 3. The Company's stockholders voted in favor of the named executive officers' compensation as disclosed in the proxy statement. The votes regarding the proposal were as follows:



     For            Against         Abstain        Broker Non-Votes
 112,776,948       49,534,273       63,390            8,919,724

Proposal 4. The Company's stockholders voted in favor of one year as the frequency of holding a non-binding advisory vote on named executive officers' compensation. The votes regarding the proposal were as follows:

1 Year 2 Year 3 Year Abstain Broker Non-Votes


 161,933,702       10,169      242,103       188,637           8,919,724

In accordance with the stockholders' preference, the Board intends to hold a non-binding advisory vote on named executive officers' compensation every year.

Proposal 5. The Company's stockholders voted in favor of the amendment and restatement of the Company's 2013 Equity Incentive Plan as disclosed in the proxy statement. The votes regarding the proposal were as follows:



     For            Against         Abstain        Broker Non-Votes
  99,473,445       62,837,257       63,909            8,919,724

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Item 9.01. Financial Statements and Exhibits.



(d)   Exhibits

  Exhibit         Description
   10.1           RingCentral, Inc. Amended and Restated 2013 Equity Incentive Plan and related
                  forms of agreement.
    104           Cover Page Interactive Data File (formatted as inline XBRL).

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