UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.   )

 

Check the appropriate box:

VRINGO, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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VRINGO, INC.
780 Third Avenue, 15^th Floor
New York, New York 10017

April 29, 2014

To Our Stockholders:

You are cordially invited to attend the 2014 annual meeting of stockholders of Vringo, Inc., a Delaware corporation (“Vringo”), to be held at 10:00 a.m., Eastern Time, on Wednesday, June 11, 2014 at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, 32^nd floor, New York, New York 10017.

Details regarding the meeting, the business to be conducted at the meeting, and information about Vringo that you should consider when you vote your shares are described in this proxy statement.

At the annual meeting, eight (8) persons will be elected to our board of directors. In addition, we will ask stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2014 and to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. The board of directors recommends the approval of each of the three (3) proposals. Such other business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 25, 2014, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2014 Annual Meeting of Stockholders and our 2013 Annual Report to Stockholders. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of Vringo. We look forward to seeing you at the annual meeting.

Sincerely,

Andrew D. Perlman
Chief Executive Officer
Vringo, Inc.

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VRINGO, INC.
780 Third Avenue, 15^th Floor
New York, New York 10017

April 29, 2014

NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS

TIME:  10:00 a.m., local time

DATE:  June 11, 2014

PLACE:  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, 32^nd floor, New York, New York 10017

PURPOSES:

WHO MAY VOTE:

You may vote if you were the record owner of our common stock at the close of business on April 21, 2014. A list of stockholders of record will be available at the annual meeting and, during the 10 days prior to the annual meeting, at our principal executive offices located at 780 Third Avenue, 15^th Floor, New York, New York 10017.

All stockholders are cordially invited to attend the annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Andrew D. Perlman
Chief Executive Officer
April 29, 2014

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		PAGE
Questions and Answers About the Annual Meeting and Voting			3
Security Ownership of Certain Beneficial Owners and Management			8
Management and Corporate Governance			10
Executive Officer and Director Compensation			17
Equity Compensation Plan Information			26
Report of Audit Committee			27
Section 16(a) Beneficial Ownership Reporting Compliance			28
Certain Relationships and Related Person Transactions			29
Proposal No. 1 — Election of Directors			30
Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm			31
Proposal No. 3 — Advisory Vote on Approval of Executive Compensation as Disclosed in this Proxy Statement			33
Code of Conduct and Ethics			35
Other Matters			35
Stockholder Future Proposals and Nominations for Director			35

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VRINGO, INC.
780 Third Avenue, 15^th Floor
New York, New York 10017

PROXY STATEMENT FOR THE VRINGO, INC.
  
2014 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2014

This proxy statement, along with the accompanying notice of 2014 annual meeting of stockholders, contains information about the 2014 Annual Meeting of Stockholders of Vringo, Inc., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 10:00 a.m., local time, on Wednesday, June 11, 2014, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. located at the Chrysler Center, 666 Third Avenue, 32^nd floor, New York, New York 10017.

In this proxy statement, we refer to Vringo, Inc. as “Vringo,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our board of directors for use at the annual meeting.

On or about April 29, 2014, we began sending the Important Notice Regarding the Availability of Proxy Materials to all stockholders entitled to vote at the annual meeting.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON JUNE 11, 2014

This proxy statement and our 2013 annual report to stockholders are available for viewing, printing and downloading at https://materials.proxyvote.com/92911N. To view these materials please have your 12-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 2013 on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website at www.vringoip.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Vringo, Inc., 780 Third Avenue, 15^th Floor, New York, New York 10017. Exhibits will be provided upon written request and payment of an appropriate processing fee.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 because you owned shares of Vringo common stock on the record date. The Company intends to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable the proxy materials to stockholders on or about April 25, 2014.

You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

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Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 10, 2014.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual meeting, you should contact your bank, broker or other nominee to obtain a legal proxy or broker’s proxy card and bring it to the annual meeting in order to vote.

If any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.

Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted.

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Your bank, broker or other nominee does not have the ability to vote your uninstructed shares in the election of directors (Proposal 1 of this proxy statement) or for the approval on an advisory basis of the compensation of our named executive officers (Proposal 3 of this proxy statement). Therefore, if you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote on these matters, no votes will be cast on these proposals on your behalf.

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If your shares are held in street name in a stock brokerage account or by another nominee and you wish to attend the 2014 annual meeting, you need to bring a copy of a brokerage or bank statement to the 2014 annual meeting reflecting your stock ownership as of the record date. You should also bring valid picture identification.

If your household received a single Notice or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact Clifford Weinstein, Executive Vice President, via email at cweinstein@vringoinc.com or by calling telephone number 1-646-532-6777.

If you do not wish to participate in “householding” and would like to receive your own Notice or, if applicable, set of our proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Vringo stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 21, 2014 for (a) each stockholder known by us to own beneficially more than 5% of our common stock (b) our named executive officers, (c) each of our directors, and (d) all of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of April 21, 2014 pursuant to the exercise of options or warrants or Restricted Stock Units, or RSUs that vest within 60 days of April 21, 2014 to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 86,515,529 shares of common stock outstanding on April 21, 2014.

Name and Address of beneficial owner(1)		Number of Shares of Common Stock Beneficially Owned				Percentage of Common Stock
Five percent or more beneficial owners:
Hudson Bay Master Fund Ltd.(2) 777 Third Avenue New York, NY 10017			6,402,366				6.9	%
Directors and named executive officers:
Andrew Kennedy Lang(3)			7,265,957				8.2	%
Alexander R. Berger(4)			2,874,673				3.3	%
Andrew D. Perlman(5)			1,892,936				2.2	%
Donald E. Stout(6)			1,326,779				1.5	%
John Engelman(7)			563,349				*
H. Van Sinclair(8)			423,746				*
David L. Cohen(9)			363,124				*
Anastasia Nyrkovskaya(10)			132,000				*
Noel J. Spiegel(11)			125,000				*
Ashley C. Keller(12)			115,500				*
All current directors and officers as a group (10 individuals)(13):			15,083,064				17.1	%

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MANAGEMENT AND CORPORATE GOVERNANCE

Directors and Executive Officers

On February 20, 2014, our board of directors accepted the recommendation of the Nominating Committee and voted to nominate eight (8) individuals for election at the annual meeting for a term of one year to serve until the 2015 annual meeting of stockholders, or until their successors are duly elected and qualify or until their earlier death, resignation or removal.

Set forth below are the names of the persons nominated as directors and our executive officers, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of the directors or executive officers. Additionally, information about the specific experience, qualifications, attributes or skills that led to our board of directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

Name		Age		Position with the Company
Andrew D. Perlman		36		Chief Executive Officer and Director
Alexander R. Berger		30		Chief Operating Officer, Secretary and Director
David L. Cohen		43		Chief Legal and Intellectual Property Officer
Andrew Kennedy Lang		47		Chief Technology Officer, President and Director
Anastasia Nyrkovskaya(6)		37		Chief Financial Officer
H. Van Sinclair*(2)(3)		61		Lead Independent Director
John Engelman*(1)		58		Director
Ashley C. Keller*(1)(2)(3)(4)		35		Director
Noel J. Spiegel*(1)(2)(5)		66		Director
Donald E. Stout*(2)		67		Director

Our board of directors has reviewed the materiality of any relationship that each of our directors has with Vringo, either directly or indirectly. Based upon this review, we believe that Messrs. Sinclair, Engelman, Stout, Keller and Spiegel qualify as independent directors in accordance with the standards set by The NASDAQ Stock Market, or NASDAQ, as well as Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Accordingly, our board of directors is comprised of a majority of independent directors as required by NASDAQ rules.

Andrew D. Perlman has served as our Chief Executive Officer since March 2012, as our President from April 2010 to July 2012 and a member of our board of directors since September 2009. From February 2009 to March 2010, Mr. Perlman served as vice president of global digital business development at EMI Music Group, where he was responsible for leading distribution deals with digital partners for EMI’s music and video content. From May 2007 to February 2009, Mr. Perlman served as General Manager of our United States operations as well as our Senior Vice President Content & Community. In this position, Mr. Perlman managed our United States operations and led our content and social community partnerships. From June 2005 to May 2007, Mr. Perlman was senior vice president of digital media at Classic Media, Inc.,

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a global media company with a portfolio of kids, family and pop-culture entertainment brands. In his position with Classic Media, Mr. Perlman led the company’s partnerships across video gaming, online and mobile distribution. From June 2001 to May 2005, Mr. Perlman served as general manager for the Rights Group, LLC and its predecessors, a mobile content, marketing and mobile fan club company, where he oversaw mobile marketing campaigns for major international brands and artists such as Visa, Pepsi, Britney Spears and Justin Timberlake. Mr. Perlman holds a Bachelor of Arts in Business Administration from the School of Business and Public Management at George Washington University.

We believe Mr. Perlman’s prior experience in licensing intellectual property and deal structuring qualifies him to serve on our board of directors. His additional experience and insights gained over the past four years at Vringo are a significant contribution to us and the board of directors.

Alexander R. Berger has served as our Chief Operating Officer, Secretary and a director since July 19, 2012 (date of the merger) and served as Innovate/Protect’s Chief Operating Officer, Chief Financial Officer, Secretary and Treasurer and a director from June 8, 2011 to July 19, 2012. Prior to joining Innovate/Protect, from February 2008 to August 2011, Mr. Berger was employed at Hudson Bay Capital Management LP, most recently as a Vice President. From 2005 to 2007, Mr. Berger was an aide to the President’s energy and environmental policy adviser at the White House. Earlier, Mr. Berger developed the Maestro vetting system, which was implemented by the White House staff in 2003 to systematically research individuals and organizations. Mr. Berger holds a Bachelor’s degree in Accounting from The George Washington University.

We believe Mr. Berger’s experience as a vice president at a private investment fund, and subsequently as founder, Chief Operating Officer and Chief Financial Officer of Innovate/Protect, as well as his expertise in business transactions, qualifies him to serve on our board of directors.

David L. Cohen, Esq. has served as our Chief Legal and Intellectual Property Officer since May 7, 2013, as our Head of Litigation, Licensing and Intellectual Property from July 19, 2012 (date of the merger) to May 7, 2013, and as Innovate/Protect’s Special Counsel from May 20, 2012 to July 19, 2012. Mr. Cohen oversees the Company’s world-wide efforts in intellectual property development and monetization. Prior to joining Innovate/Protect, Mr. Cohen was Senior Litigation Counsel at Nokia, where among his other duties, he oversaw many of Nokia’s litigations Mr. Cohen has also worked in private practice in Lerner David Littenberg Krumholz & Mentlik, LLP from 2004 to 2007 and Skadden, Arps, Slate, Meagher & Flom LLP from 2000 to 2004. Before practicing law, Mr. Cohen earned a BA and MA from the Johns Hopkins University in the history of science and history; an M.Phil in the history and philosophy of science from Cambridge University, an MA (with distinction) in legal and political theory from University College London, and a J.D. (cum laude) from Northwestern University School of Law, where he was an associate editor of the Law Review. Mr. Cohen received the Sara Norton prize from Cambridge University and the First Prize in Lowden-Wigmore Prizes for Legal Scholarship from Northwestern. Mr. Cohen clerked for The Honorable Chief Judge Gregory W. Carman of the Court of International Trade.

Andrew Kennedy Lang has served as our President, Chief Technology Officer and a director since July 19, 2012 (date of the merger) and served as President, Chief Executive Officer, Chief Technology Officer and a director of Innovate/Protect from June 22, 2011 to July 19, 2012. Mr. Lang has been an inventor and entrepreneur for over two decades. Mr. Lang founded WiseWire Corporation in 1995 and sold it to Lycos in 1998 for $39.75 million. He served as the Chief Technology Officer of Lycos prior to its sale to Terra Networks in 2000 for $5.4 billion. Thereafter, Mr. Lang served from 2001 to 2006 as Chief Executive Officer of Lightspace Corporation, an active gaming technology company. Mr. Lang is a graduate of Duke University where he finished second in his class and holds Bachelor’s degrees in Electrical Engineering, Computer Science, Mathematics, and Physics. Mr. Lang holds a Master’s degree in Computer Science from Carnegie Mellon University.

We believe Mr. Lang’s experience gained as founder of WiseWire Corporation, and Chief Executive Officer of Innovate/Protect and Lightspace Corporation qualifies him to serve on our board of directors.

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Anastasia Nyrkovskaya joined the Company in May 2013 as our Chief Financial Officer. Ms. Nyrkovskaya has over fifteen years of accounting experience. Prior to joining the Company, from 2011, Ms. Nyrkovskaya served as Vice President and Assistant Global Controller at NBCUniversal Media, LLC. From 2008 to 2011, while also at NBCUniversal Media, LLC, Ms. Nyrkovskaya served as Vice President, Corporate Finance and Business Development, where she structured merger and acquisition transactions and partnerships. From 2006 to 2008, Ms. Nyrkovskaya was a Director in Corporate Finance and Business Development at NBCUniversal Media, LLC. From 1998 to 2006, Ms. Nyrkovskaya served in the Audit and Assurance practice at KPMG LLP. Ms. Nyrkovskaya is a Certified Public Accountant and received an advanced degree in economics and business administration from Moscow State University of Publishing and Printing Arts.

H. Van Sinclair has been our director since July 19, 2012 and a director of Innovate/Protect since November 7, 2011 and until the consummation of the merger. Since 2003, Mr. Sinclair has served as President, Chief Executive Officer and General Counsel of The RLJ Companies, the investment company organized by Robert L. Johnson, the founder of Black Entertainment Television. The RLJ Companies owns or holds interests in diverse businesses, including private equity, financial services, asset management, insurance services, automobile dealerships, film production, sports and entertainment and video lottery terminal gaming. Mr. Sinclair currently serves as a director of RLJ Entertainment, Inc. a publicly traded company in the media rights business, and formerly served as President and a director of RLJ Acquisition, Inc., a publicly traded Special Purpose Acquisition Company that is now a subsidiary through merger of RLJ Entertainment, Inc. Mr. Sinclair also sits on additional boards of RLJ portfolio investment companies. Mr. Sinclair has also served as Vice President of Legal and Business Affairs for RLJ Urban Lodging Funds, a private equity fund which concentrated on limited and focused service hotels; for RLJ Development, the RLJ Companies’ hotel and hospitality company; and as Acting President of the Charlotte Bobcats, the NBA franchise located in Charlotte, North Carolina. Mr. Sinclair has also served as a director of Urban Trust Bank, a federal thrift headquartered in Orlando, Florida, where he chaired the Audit Committee. Prior to joining The RLJ Companies, Mr. Sinclair specialized in complex commercial disputes and litigation 28 years with the Washington, D.C. based law firm Arent Fox, PLLC. In the late 1990s, Mr. Sinclair became the partner in charge of litigation at Arent Fox, and today remains of counsel to the firm. Mr. Sinclair holds a Bachelor’s degree in Mathematics and a Master’s degree in business administration from the University of Rochester, and a J.D. from The George Washington University.

We believe Mr. Sinclair’s experiences in commercial disputes, litigation, and board service on other public companies qualify him to serve on our board of directors.

John Engelman has been our director since December 2010. Mr. Engelman also serves as an independent director of Hemisphere Media Group, Inc., a publically traded Hispanic media company that owns and operates television stations and cable networks in the U.S., Puerto Rico and Latin America. Mr. Engelman was a co-founder of Classic Media, Inc., a global media company specializing in family and children’s entertainment where he served as co-chief executive officer until 2012. During that time, he launched television and consumer products driven brands based on iconic entertainment properties such as Lassie, Casper the Friendly Ghost, Frosty the Snowman and Bullwinkle and Rocky. Mr. Engelman developed monetization strategies and oversaw the roll up of intellectual property assets from diverse rights holders. In August 2012, Classic Media was acquired by DreamWorks Animation SKG where Mr. Engelman currently co-heads the DreamWorks Classics division. From 2007 to 2009, Mr. Engelman was co-chief executive officer of Boomerang Media, Inc., an acquisition company controlled by GTCR Golder Rauner. From 1997 to 2001, he was an operating partner with Pegasus Capital Advisors and a managing director of Brener International Group, LLC. From 1991 to 1996, Mr. Engelman was President of Broadway Video, Inc., a producer of live television and motion pictures. He began his career as a partner at the Los Angeles law firm of Irell & Manella. Mr. Engelman has a J.D. from Harvard Law School and a B.A. in Government from Harvard College.

We believe Mr. Engelman’s experience in the media and entertainment industries qualifies him to serve on our board of directors. His experience gained both as an executive at Boomerang Media and Classic Media are contributions to us and the board of directors.

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Ashley C. Keller has been our director since December 31, 2012. Ashley Keller is co-founder and Chief Investment Officer of Gerchen Keller Capital, LLC, a private investment firm formed to invest in complex commercial legal claims. Prior to co-founding Gerchen Keller Capital, Mr. Keller was a special situations Analyst at Alyeska Investment Group, a hedge fund based in Chicago. In that position, he focused on investments in companies facing complex regulatory, legal, and other matters. Prior to joining Alyeska, Mr. Keller was an attorney with an array of experience in complex and high-stakes commercial litigation. He was a Partner at Bartlit Beck Herman Palenchar & Scott LLP, where he handled various trial and appellate matters involving securities and patent cases, contractual disputes, and mass-tort class actions. Before practicing law, Mr. Keller clerked for Judge Richard Posner at the United States Court of Appeals for the Seventh Circuit and Justice Anthony Kennedy at the Supreme Court of the United States. Mr. Keller graduated magna cum laude from Harvard University with a degree in government. He received an MBA with high honors from the University Of Chicago Booth School Of Business, where he graduated in the top 5% of his class. He earned his J.D. with highest honors from the University of Chicago Law School, where he graduated first in his class.

We believe Mr. Keller’s experience in commercial litigation matters and involvement in securities and patent cases qualifies him to serve on our board of directors.

Noel J. Spiegel has been our director since May 6, 2013. Mr. Spiegel is currently a director of American Eagle Outfitters, Inc., where he serves as chairman of the Audit Committee and a member of the Compensation Committee, as well as a director of Radian Group, Inc., where he serves as a member of the Audit Committee. Mr. Spiegel was a partner at Deloitte & Touche LLP, where he practiced from September 1969 until his retirement in May 2010. In his over forty year career at Deloitte, he served in numerous management positions, including Deputy Managing Partner, member of the Executive Committee and Partner-in-Charge of Audit Operations in Deloitte’s New York Office. Mr. Spiegel also served as Managing Partner of Deloitte’s Transaction Assurance practice, Global Offerings and International Financial Reporting Standards practice, and Technology, Media and Telecommunications practice for the Northeast Region. Mr. Spiegel holds a B.S. from Long Island University, and attended the Advanced Management Program at Harvard Business School.

We believe that Mr. Spiegel’s tenure of over forty years at Deloitte & Touche LLP, coupled with his experience on public company boards of directors, qualifies him to serve on our board of directors.

Donald E. Stout has been our director since July 19, 2012 and a director of Innovate/Protect since August 15, 2011 and until the consummation of the merger. In a career spanning over forty years, Mr. Stout has been involved in virtually all facets of intellectual property law. Mr. Stout has been a senior partner at the law firm of Antonelli, Terry, Stout and Kraus, LLP since 1982. As an attorney in private practice, Mr. Stout has focused on litigation, licensing and representation of clients before the USPTO in diverse technological areas. From 1971 to 1972, Mr. Stout worked as a law clerk for two members of the USPTO Board of Appeals and, from 1968 to 1972. Mr. Stout was an assistant examiner at the United States Patent and Trademark Office (USPTO), where he focused on patent applications covering radio and television technologies. Mr. Stout has written and prosecuted hundreds of patent applications in diverse technologies, rendered opinions on patent infringement and validity, and has testified as an expert witness regarding obtaining and prosecuting patents. Mr. Stout is also the co-founder of NTP Inc., which licensed Research in Motion (RIM), the maker of the Blackberry handheld devices, for $612.5 million to settle a patent infringement action. Mr. Stout serves on the board of directors of Augme Technologies, Inc. (AUGT) and of Tessera Technologies, Inc. (TSRA). Mr. Stout is a member of the bars of the District of Columbia and Virginia, and is admitted to practice before the Supreme Court of the United States, the Court of Appeals for the Federal Circuit and the USPTO. Mr. Stout holds a Bachelor’s degree in Electrical Engineering, with distinction, from Pennsylvania State University, and a J.D., with honors, from The George Washington University.

We believe Mr. Stout’s experience in intellectual property law qualifies him to serve on our board of directors.

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Committees of the Board of Directors and Meetings

Meeting Attendance.  During the fiscal year ended December 31, 2013 there were 16 meetings of our board of directors, and the various committees of the board of directors met a total of eight times. No director attended fewer than 75% of the total number of meetings of the board of directors and of committees of the board of directors on which he served during fiscal 2013. The board of directors has adopted a policy under which each member of the board of directors is strongly encouraged but not required to attend each annual meeting of our stockholders.

Audit Committee.  Our Audit Committee met four times during fiscal 2013. This committee currently has three (3) members, Noel J. Spiegel (Chairman), who joined the board of directors on May 6, 2013 and the Audit Committee on May 10, 2013, H. Van Sinclair and Ashley C. Keller. Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit Committee reviews annual and quarterly financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. All members of the Audit Committee satisfy the current independence standards promulgated by the SEC and NASDAQ, as such standards apply specifically to members of audit committees. The board of directors has determined that each of Messrs. Spiegel and Sinclair is an “audit committee financial expert,” as the Securities and Exchange Commission has defined that term in Item 407 of Regulation S-K. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

A copy of the Audit Committee’s written charter is publicly available through the “Investors — Corporate Governance” section of our website at www.vringoip.com.

Compensation Committee.  Our Compensation Committee met three times during fiscal 2013. This committee currently has three (3) members, John Engelman (Chairman), Ashley C. Keller and Noel J. Spiegel (who joined the board of directors and the Compensation Committee on May 6, 2013). Our Compensation Committee’s role and responsibilities are set forth in the Compensation Committee’s written charter and includes reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the board of directors are carried out and that such policies, practices and procedures contribute to our success. Our Compensation Committee also administers our 2012 Employee, Director and Consultant Equity Incentive Plan and our 2006 Stock Option Plan. The Compensation Committee is responsible for the determination of the compensation of our chief executive officer, and shall conduct its decision making process with respect to that issue without the chief executive officer present, and establishment and reviewing general compensation policies with the objective of attracting and retaining superior talent, rewarding individual performance and achieving our financial goals.

All members of the Compensation Committee qualify as independent under the definition promulgated by The NASDAQ Stock Market.

The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. During fiscal year 2013, based on the recommendation of management, the Compensation Committee engaged Compensation Solutions Consulting Inc., or Compensation Solutions, as our compensation consultant. Compensation Solutions was engaged to review all aspects of our executive compensation. Compensation Solutions assisted the Committee in defining the appropriate market of our peer companies for executive compensation and practices. We used the information we obtained from Compensation Solutions primarily for evaluating our executive compensation practices, including measuring the competitiveness of our practices. The Compensation Committee has assessed the independence of Compensation Solutions pursuant to SEC rules and the corporate governance rules of The NASDAQ Stock Market and concluded that no conflict of interest exists that would prevent Compensation Solutions from independently representing the Compensation Committee.

In establishing compensation amounts for executives, the Compensation Committee seeks to provide compensation that is competitive in light of current market conditions and industry practices. Accordingly, the Compensation Committee annually reviews market data which is comprised of proxy-disclosed data from peer companies and information from nationally recognized published surveys for general and high-technology industry, adjusted for size. The market data helps the committee gain perspective on the compensation levels

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and practices at the peer companies and to assess the relative competitiveness of the compensation paid to the company’s executives. The market data thus guides the Compensation Committee in its efforts to set executive compensation levels and program targets at competitive levels for comparable roles in the marketplace. The Compensation Committee then takes into account other factors, such as the importance of each executive officer’s role to the company, individual expertise, experience, and performance, retention concerns and relevant compensation trends in the marketplace, in making its final compensation determinations.

The Compensation Committee and, where applicable, the Chief Executive Officer, review the performance of each named executive officer annually in light of the above factors and determine whether the named executive officer should receive any increase in base salary or receive a discretionary equity award based on such evaluation. During fiscal year 2013, neither the Compensation Committee nor, where applicable, the Chief Executive Officer, adhere to formulas or other quantitative measures with respect to compensation but rather rely on qualitative and subjective evaluations to determine the appropriate levels of compensation for our named executive.

A copy of the Compensation Committee’s written charter is publicly available through the “Investors — Corporate Governance” section of our website at www.vringoip.com.

Nominating and Corporate Governance Committee.  Our Nominating and Corporate Governance Committee met twice during fiscal year 2014 and currently has two (2) members, H. Van Sinclair (Chairman) and Ashley C. Keller. The Nominating Committee’s role and responsibilities are set forth in the Nominating Committee’s written charter and is authorized to:

We have no formal policy regarding board diversity. Our Nominating and Corporate Governance Committee and board of directors may therefore consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity, which is not only limited to race, gender or national origin. Our Nominating and Corporate Governance Committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members and professional and personal experiences and expertise relevant to our growth strategy.

All members of the Nominating and Corporate Governance Committee qualify as independent under the definition promulgated by The NASDAQ Stock Market.

If a stockholder wishes to nominate a candidate for director who is not to be included in our proxy statement, it must follow the procedures described in “Stockholder Proposals and Nominations for Director” at the end of this proxy statement.

In addition, under our current corporate governance policies, the Nominating and Corporate Governance Committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the Nominating and Corporate Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the board of directors, and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources.

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A copy of the Nominating and Governance Committee’s written charter is publicly available through the “Investors — Corporate Governance” section of our website at www.vringoip.com.

Board Leadership Structure and Role in Risk Oversight

Mr. Perlman currently serves as our Chief Executive Officer and Mr. Sinclair, a non-management director, serves as our lead independent director. The board of directors has chosen to not have the same person as the chief executive officer and chairman of the board because it believes that (i) independent oversight of management is an important component of an effective board of directors and (ii) this structure benefits the interests of all stockholders. If the board of directors convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. Mr. Sinclair, as lead independent director, will preside over executive sessions of the board of directors.

The board of directors oversees our business and considers the risks associated with our business strategy and decisions. The board of directors currently implements its risk oversight function as a whole. Upon the formation of each of the board committees, the committees will also provide risk oversight and report any material risks to the board of directors.

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table, which should be read in conjunction with the additional information on our compensation structure and philosophy included in the Section entitled “Proposal No. 3 — Advisory Vote on Approval of Executive Compensation as Disclosed in this Proxy Statement” beginning on page 33, summarizes the total compensation paid or accrued during the last two fiscal years ended December 31, 2013 and 2012 to (i) our Chief Executive Officer, (ii) our two next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2013 and were serving as executive officers as of such date, and (iii) our former Chief Financial Officer who served as our Chief Financial Officer until May 9, 2013 and as Senior Vice President — Compliance from May 10, 2013 until December 31, 2013.

Name and principal position		Year				Salary ($)				Option awards ($)(1)				Stock awards ($)(1)				All other compensation ($)				Total ($)
Andrew D. Perlman Chief Executive Officer			2013				385,000				1,425,675				556,500				—				2,367,176
			2012				240,289				4,289,556	(2)			2,511,000				169,080	(3)			7,209,925
Alexander R. Berger Chief Operating Officer(4)			2013				385,000				1,368,648				556,500				—				2,310,149
			2012				102,836				3,419,870				2,511,000				—				6,033,706
David L. Cohen Chief Legal and Intellectual Property Officer(5)			2013				300,000				456,216				159,000				—				915,216
			2012				163,343				1,781,963				186,000				—				2,131,306
Ellen Cohl Former Chief Financial Officer			2013				168,912	(6)			228,108				462,187	(7)			56,299	(6)(8)			915,505
			2012				137,553	(6)			965,209	(2)			372,000				38,394	(6)(8)			1,513,156

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Narrative Disclosure to Summary Compensation Table

Andrew D. Perlman

On March 18, 2010, we entered into an employment agreement with Andrew D. Perlman which provided for 90 days’ notice of termination by the Company other than for cause or by Mr. Perlman in order to resign. During the term of his employment, through March 31, 2012, Mr. Perlman’s annual base salary was $175,000. In addition, he was eligible to receive $5,000 at the end of each quarter.

In March 2012, Mr. Perlman was appointed as our Chief Executive Officer. In connection with Mr. Perlman’s new position, the board of directors agreed to the following revised employment terms: base salary of $250,000 per year and severance equal to one year’s base salary to be paid in the event he ceases to be our Chief Executive Officer pursuant to a change of control transaction.

On February 13, 2013, we entered into a new employment agreement with Mr. Perlman. Mr. Perlman’s employment agreement has a term of three (3) years. Mr. Perlman and the Company have agreed to commence negotiations to enter into a new employment agreement at least six (6) months prior to the expiration of the three-year term and to conclude those negotiations no later than the date that is three (3) months prior to the expiration of the term of the employment agreement. Under the terms of the new employment agreement, Mr. Perlman is entitled to receive a base salary of $385,000 effective January 1, 2013 until December 31, 2013. From January 1, 2014 to December 31, 2014, Mr. Perlman will be entitled to receive a base salary of $400,000. From January 1, 2015 through the remainder of the term of the employment agreement, Mr. Perlman will be entitled to receive a base salary of $415,000. In addition, Mr. Perlman will be eligible to participate in any annual bonus or other incentive compensation program that we may adopt from time to time for our executive officers. In addition, on February 1, 2013, we entered into an indemnification agreement with Mr. Perlman.

Mr. Perlman’s current employment agreement, may be terminated upon death, disability, by us with or without Cause (as defined below), by Mr. Perlman with or without Good Reason (as defined below) or on the last day of the term of the employment agreement. In the event the employment agreement is terminated for (i) Good Reason by Mr. Perlman, or (ii) by us without Cause, Mr. Perlman shall be entitled to receive (A) the payment of any base salary earned but unpaid through the date of termination and any other payment or benefit to which he is entitled under the applicable terms of any other arrangement with us through the date the employment period is terminated, (B) an amount of base salary (at the rate of base salary in effect immediately prior to such termination) equal to the lesser of (x) one times the base salary and (y) two times the base salary payable for the number of full months remaining in the employment period, and (C) COBRA continuation coverage paid in full by us for up to a maximum of twelve months following the date of termination. In the event the employment agreement is terminated by us for Cause, without Good Reason by Mr. Perlman, or the parties elect not to renew the agreement, Mr. Perlman will be entitled to payment of any base salary earned but unpaid through the date of termination and any other payment or benefit to which he is entitled under the applicable terms of any other arrangement with the Company. “Cause” as used Mr. Perlman’s employment agreement means: (a) the willful and continued failure of Mr. Perlman to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from his death or disability) after a written demand by the board of directors for substantial performance is delivered to Mr. Perlman by the Company, which specifically identifies the manner in which the board of directors believes that Mr. Perlman has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by Mr. Perlman within thirty days of his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to a felony, (c) intentional breach of his non-compete obligations, (d) an intentional breach of the non-disclosure and non-solicitation agreement; or (e) a unanimous good faith finding by the board of directors that Mr. Perlman has engaged in fraud, dishonesty, gross negligence or misconduct which, if curable, has not been cured within thirty days after his receipt of a written notice from the board of directors stating with reasonable specificity the basis of such finding. “Good Reason” as used Mr. Perlman’s employment agreement means (a) the assignment, without Mr. Perlman’s consent, to Mr. Perlman of duties that result in a substantial diminution of the duties that he assumed; provided, however, the failure of Mr. Perlman to be reelected to the board of directors shall not be deemed to be a diminution of duties; (b) the assignment, without Mr. Perlman’s consent, of a title that is subordinate to the title Chief Executive Officer; (c) a reduction in Mr. Perlman’s base salary; (d) the Company’s requirement

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that Mr. Perlman regularly report to work in a location that is more than fifty miles from the Company’s current New York office, without the Mr. Perlman’s consent; (e) a change in reporting relationship, provided however, that Good Reason does not include a change in the reporting relationship whereby Mr. Perlman will report to the board of directors of an acquiring company after a change of control (as that term is defined in the Company’s 2012 Employee, Director and Consultant Equity Incentive Plan); or (f) a material breach by the Company of Mr. Perlman’s employment agreement.

Mr. Perlman’s employment agreement requires Mr. Perlman to assign inventions and other intellectual property which he conceived or reduced to practice during his employment to us and to maintain our confidential information during employment and thereafter. Mr. Perlman is also subject to a non-competition and a non-solicitation provision for a period of two years following termination of his employment.

On January 9, 2012, we granted Mr. Perlman 100,000 options, at an exercise price of $0.96, vesting quarterly over four years, with a one year cliff. In addition, on March 13, 2012, we granted Mr. Perlman 450,000 options, at an exercise price of $1.65, vesting quarterly over three years. On July 26, 2012, we granted Mr. Perlman 1,275,000 options and 675,000 RSUs, vesting quarterly over three and four years, respectively. In addition, pursuant to the consummation of the merger, the vesting of all pre-merger granted options was fully accelerated. As a result, an additional 343,323 options were vested.

On February 11, 2013, we granted Mr. Perlman 625,000 options, at an exercise price of $3.18, and 175,000 RSUs, both vesting quarterly over three years.

Alexander R. Berger

On July 19, 2012, we assumed all of the duties, obligations and liabilities of Innovate/Protect under the employment agreement with Alexander R. Berger. Mr. Berger’s employment agreement had an initial term of eighteen months, with an option to either renegotiate the terms of the employment agreement prior to the expiration of the initial term, which term is subject to automatic one-year extensions unless either party gives notice of non-renewal to the other party three months prior to the expiration of the applicable term. Under the terms of his agreement, Mr. Berger was entitled to receive a base salary of $150,000 and, upon the subsequent filing of a Securities and Exchange Commission Registration Statement, and consummation of financing of at least $7,000,000, his base salary was increased to $250,000. His agreement required us to provide him with 30 days’ notice of termination other than for cause and for him to provide us with 30 days’ notice of resignation.

On February 13, 2013, we entered into a new employment agreement with Mr. Berger. Mr. Berger’s prior employment agreement with us expired by its terms on February 9, 2013. Mr. Berger’s new employment agreement has a term of three years. We and Mr. Berger have agreed to commence negotiations to enter into a new employment agreement at least six months prior to the expiration of the three-year term and to conclude those negotiations no later than the date that is three months prior to the expiration of the term of the employment agreement. Under the terms of his employment agreement, Mr. Berger is currently entitled to receive a base salary of $385,000 effective January 1, 2013 until December 31, 2013. From January 1, 2014 to December 31, 2104, Mr. Berger will be entitled to receive a base salary of $400,000. From January 1, 2015 through the remainder of the term of the employment agreement, Mr. Berger will be entitled to receive a base salary of $415,000. In addition, Mr. Berger will be eligible to participate in any annual bonus or other incentive compensation program that we may adopt from time to time for its executive officers. In addition, on February 1, 2013, we entered into an indemnification agreement with Mr. Berger.

Mr. Berger’s employment agreement, may be terminated upon death, disability, by us with or without Cause (as defined below), by Mr. Berger with or without Good Reason (as defined below) or on the last day of the term of the employment agreement. In the event the employment agreement is terminated for (i) Good Reason by Mr. Berger, or (ii) by the Company without Cause, Mr. Berger shall be entitled to receive (A) the payment of any base salary earned but unpaid through the date of termination and any other payment or benefit to which he is entitled under the applicable terms of any other arrangement with the Company through the date the employment period is terminated, (B) an amount of base salary (at the rate of base salary in effect immediately prior to such termination) equal to the lesser of (x) one times the base salary and (y) two times the base salary payable for the number of full months remaining in the employment period, and (C) COBRA continuation coverage paid in full by the Company for up to a maximum of twelve months following the date

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of termination. In the event the employment agreement is terminated by the Company for Cause, without Good Reason by Mr. Berger, or the parties elect not to renew the agreement, Mr. Berger will be entitled to payment of any base salary earned but unpaid through the date of termination and any other payment or benefit to which he is entitled under the applicable terms of any other arrangement with the Company. “Cause” as used Mr. Berger’s employment agreement means: (a) the willful and continued failure of Mr. Berger to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from his death or disability) after a written demand by the board of directors for substantial performance is delivered to Mr. Berger by the Company, which specifically identifies the manner in which the board of directors believes that Mr. Berger has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by Mr. Berger within thirty days of his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to a felony, (c) intentional breach of his non-compete obligations, (d) an intentional breach of the non-disclosure and non-solicitation agreement; or (e) a unanimous good faith finding by the board of directors that Mr. Berger has engaged in fraud, dishonesty, gross negligence or misconduct which, if curable, has not been cured within thirty days after his receipt of a written notice from the board of directors stating with reasonable specificity the basis of such finding. “Good Reason” as used Mr. Berger’s employment agreement means (a) the assignment, without Mr. Berger’s consent, to Mr. Berger of duties that result in a substantial diminution of the duties that he assumed; provided, however, the failure of Mr. Berger to be reelected to the board of directors shall not be deemed to be a diminution of duties; (b) the assignment, without Mr. Berger’s consent, of a title that is subordinate to the title Chief Operating Officer; (c) a reduction in Mr. Berger’s base salary; (d) the Company’s requirement that Mr. Berger regularly report to work in a location that is more than fifty miles from the Company’s current New York office, without the Mr. Berger’s consent; (e) a change in reporting relationship, provided however, that Good Reason does not include a change in the reporting relationship whereby Mr. Berger will report to the board of directors of an acquiring company after a change of control (as that term is defined in the Company’s 2012 Employee, Director and Consultant Equity Incentive Plan); or (f) a material breach by the Company of Mr. Berger’s employment agreement.

Mr. Berger’s employment agreement also includes a covenant not to compete with the Company or solicit any material commercial relationships of the Company for a period of two years after Mr. Berger is actually no longer employed by the Company.

On July 26, 2012, we granted Mr. Berger 1,275,000 options at an exercise price of $3.72 and 675,000 RSUs, vesting quarterly over three and four years, respectively.

On February 11, 2013, we granted Mr. Berger 600,000 options, at an exercise price of $3.18, and 175,000 RSUs, both vesting quarterly over three years.

David L. Cohen

On July 19, 2012, we assumed all of the duties, obligations and liabilities of Innovate/Protect under the employment agreement with David L. Cohen. Mr. Cohen’s employment was at will, meaning that either the employee or the Company may have terminated the relationship with or without cause, without any prior notice. Under the terms of his agreement, Mr. Cohen was entitled to receive a base salary of $200,000. Pursuant to the consummation of the merger, on August 10, 2012, Mr. Cohen’s compensation was increased to $300,000.

On May 7, 2013, we entered into a new employment agreement with Mr. Cohen, for a three-year term, unless sooner terminated, in accordance with the terms set therein. Under the terms of his employment agreement, Mr. Cohen is currently entitled to receive a base salary of $300,000. Mr. Cohen’s employment agreement, may be terminated upon death, disability, by us with or without Cause (as defined below), by Mr. Cohen with or without Good Reason (as defined below) or on the last day of the term of the employment agreement. In the event the employment agreement is terminated for (i) Good Reason by Mr. Cohen, or (ii) by the Company without Cause, Mr. Cohen shall be entitled to receive (A) the payment of any base salary earned but unpaid through the date of termination and any other payment or benefit to which he is entitled under the applicable terms of any other arrangement with the Company through the date the employment period is terminated, (B) an amount of base salary (at the rate of base salary in effect immediately prior to such

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termination) equal to twelve months of base salary, and (C) COBRA continuation coverage paid in full by the Company for up to a maximum of twelve months following the date of termination.

In the event the employment agreement is terminated by the Company for Cause, without Good Reason by Mr. Cohen, or the parties elect not to renew the agreement, Mr. Cohen will be entitled to payment of any base salary earned but unpaid through the date of termination and any other payment or benefit to which he is entitled under the applicable terms of any other arrangement with the Company. In case the agreement is terminated by Mr. Cohen without Good Reason, he shall provide the Company with a written notice, at least ninety calendar days prior to such termination. “Cause” as used Mr. Cohen’s employment agreement means: (a) the willful and continued failure of Mr. Cohen to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from his death or disability) after a written demand by the board of directors for substantial performance is delivered to Mr. Cohen by the Company, which specifically identifies the manner in which the board of directors believes that Mr. Cohen has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by Mr. Cohen within thirty days of his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to a felony, (c) intentional breach of his non-compete obligations, (d) an intentional breach of the non-disclosure and non-solicitation agreement; or (e) a unanimous good faith finding by the board of directors or the chief executive officer that Mr. Cohen has engaged in fraud, dishonesty, gross negligence. “Good Reason” as used Mr. Cohen’s employment agreement means (a) the assignment, without Mr. Cohen’s consent, to Mr. Cohen of duties that result in a substantial diminution of the duties that he assumed; (b) the assignment, without Mr. Cohen’s consent, of a title that is subordinate to the title Chief Legal and Intellectual Property Officer; (c) a reduction in Mr. Cohen’s base salary; (d) the Company’s requirement that Mr. Cohen regularly report to work in a location that is more than fifty miles from the Company’s current New York office, without the Mr. Cohen’s consent; (e) a material breach by the Company of the agreement during its term. Mr. Cohen’s employment agreement also includes a covenant not to compete with the Company or solicit any material commercial relationships of the Company for a period of two years after Mr. Cohen is actually no longer employed by the Company.

On July 26, 2012, we granted Mr. Cohen 200,000 options at an exercise price of $3.72 and 50,000 RSUs, vesting quarterly over three and four years, respectively. On August 8, 2012, we granted Mr. Cohen 500,000 options at an exercise price of $3.44, vesting quarterly over three year period.

On February 11, 2013, we granted Mr. Cohen 200,000 options, at an exercise price of $3.18, and 50,000 RSUs, both vesting quarterly over three year period.

Ellen Cohl

Ellen Cohl entered into an employment agreement with us on October 20, 2010, to act as our principal financial officer. Her agreement requires us to provide her with 90 days’ notice of termination other than for cause and for her to provide us with 90 days’ notice of resignation. In January 2011, Ms. Cohl’s gross annual salary was NIS 480,000 (approximately $134,110). In August 2012, following the completion of the merger, Ms. Cohl’s annual salary was increased to NIS 600,000 (approximately $155,520). Ms. Cohl shall be reimbursed for all pre-approved expenses, and travel expenses, incurred in connection with her duties pursuant to the employment agreement. In addition, on February 1, 2013, we entered into an indemnification agreement with Ms. Cohl.

Subsequent to fiscal year end 2012 and effective May 9, 2013, Ellen Cohl ceased to serve as our principal financial officer.

For purposes of examining entitlement to severance payments under law and under her agreement, Ms. Cohl’s tenure commenced on her employment start date of October 1, 2009. To fulfill obligations to pay severance in certain circumstances pursuant to Israeli law, a Manager’s Policy has been established for Ms. Cohl and an amount equal to 15.83% of Ms. Cohl’s annual salary was deposited each year towards such Manager’s Policy, which amount splits among an account for severance pay, disability insurance and a pension fund. Pursuant to a resolution by the board of directors on February 14, 2013, Ms. Cohl’s severance fund was to be brought in line with Israel’s Severance Pay Law, 1963, in which the rate of compensation is the most recent salary multiplied by the years of work (or any part thereof). Except in circumstances that would not require the payment of severance pursuant to Israeli law, in the event of the termination of

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Ms. Cohl’s employment, the Manager’s Policy is transferred to her personally. The Manager’s Policy would not be transferred to Ms. Cohl in certain circumstances, including breach of confidentiality and non-competition provisions or the breach of fiduciary duties. During the term of Ms. Cohl’s employment, the Company contributed an amount equal to 7.5% of her base salary into a Further Savings Fund recognized by Israeli income tax authorities, which continues only up to the applicable tax-exempt “ceiling” under the income tax regulations in effect from time to time. The funds may be released to Ms. Cohl upon her written request.

The employment agreement requires Ms. Cohl to assign inventions and other intellectual property which she conceives or reduces to practice during employment to us and to maintain our confidential information during employment and thereafter. Ms. Cohl is also subject to a non-competition and a non-solicitation provision that extends for a period of twelve months following termination of her agreement.

On January 9, 2012, we granted Ms. Cohl 85,000 options, at an exercise price of $0.96 vesting quarterly over four years, with a one year cliff. On February 22, 2012, we granted Ms. Cohl 20,000 options, at an exercise price of $0.01 vesting immediately. In addition, on March 13, 2012, we granted Ms. Cohl 185,000 options, at an exercise price of $1.65, vesting quarterly over three years. On July 26, 2012, we granted Ms. Cohl 200,000 options and 100,000 RSUs, vesting quarterly over three and four years, respectively. In addition, pursuant to the consummation of the merger, the vesting of all pre-merger granted options was fully accelerated. As a result, an additional 114,583 options were vested.

In December 2013, we entered into a separation and release agreement with Ms. Cohl. According to the terms of the agreement, and consistent with Ms. Cohl’s employment agreement, on August 20, 2013, we delivered a prior notice to Ms. Cohl, according to which her employment will terminate on December 31, 2013. In return for the termination of Ms. Cohl’s employment for certain covenants and releases provided by Ms. Cohl, the vesting of 102,083 then outstanding stock awards granted to Ms. Cohl were accelerated.

Bonus Plan

The Compensation Committee and the Board of Directors did not pay cash bonuses in 2013. The Compensation Committee and the Board of Directors has discussed a framework to adopt a cash bonus plan to further motivate and retain current employees, including our named executive officers, and to address the need to attract the best candidates for future employment. The bonus plan will be established by the Board of Directors at its discretion. The framework provides for a total bonus pool equal to a percentage of annual “adjusted operating income,” an internal measure of the profitability of completed projects reduced by losses from unprofitable ones. When the bonus pool is adopted, the Compensation Committee will allocate the bonus pool and determine the criteria for distribution and in doing so will take into account management's recommendations with respect to the allocations provided that no employee shall be entitled to receive a bonus exceeding a multiple of the individual’s base salary.

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Outstanding Equity Awards at 2013 Fiscal Year End

The following table sets forth information regarding grants of stock options and unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2013, to each of our named executive officers.

		Options Awards																Stock Awards
Name		Number of securities underlying unexercised options (#) exercisable				Number of securities underlying unexercised options (#) un-exercisable				Option exercise price ($)				Option expiration date				Number of shares or units that have not vested (#)				Market value of shares or units that have not vested ($)
Andrew D. Perlman(1)(*)			2,500				—				4.50				October 9, 2013				—				—
Andrew D. Perlman(1)(*)			76,000				—				0.96				January 9, 2018				—				—
Andrew D. Perlman(1)(*)			2,167				—				1.50				January 1, 2015				—				—
Andrew D. Perlman(1)(*)			90,000				—				5.50				March 17, 2016				—				—
Andrew D. Perlman(2)(*)			90,000				—				5.50				January 31, 2017				—				—
Andrew D. Perlman(5)			—				—				—				—				464,063				1,373,626
Andrew D. Perlman(6)			637,500				637,500				3.72				July 26, 2022				—				—
Andrew D. Perlman(6)(*)			450,000				—				1.65				March 13, 2018				—				—
Andrew D. Perlman(6)			208,333				416,667				3.18				February 11, 2023				—				—
Andrew D. Perlman(6)			—				—				—				—				116,667				345,334
Alexander R. Berger(5)			—				—				—				—				464,063				1,373,626
Alexander R. Berger(6)			637,500				637,500				3.72				July 26, 2022				—				—
Alexander R. Berger(6)			200,000				400,000				3.18				February 11, 2023				—				—
Alexander R. Berger(6)			—				—				—				—				116,667				345,334
David L. Cohen(6)			100,000				100,000				3.72				July 26, 2022				—				—
David L. Cohen(6)			184,999				291,667				3.44				August 8, 2022				—				—
David L. Cohen(6)			66,667				133,333				3.18				February 11, 2023				—				—
David L. Cohen(5)			—				—				—				—				34,375				101,750
David L. Cohen(6)			—				—				—				—				33,333				98,666
Ellen Cohl(1)(*)			85,000				—				0.96				January 9, 2018				—				—
Ellen Cohl(1)(*)			40,000				—				5.50				March 17, 2016				—				—
Ellen Cohl(1)(*)			20,000				—				5.50				January 31, 2017				—				—
Ellen Cohl(3)(*)			20,000				—				0.01				January 31, 2017				—				—
Ellen Cohl(6)			33,333				—				3.18				February 11, 2023				—				—
Ellen Cohl(6)(*)			185,000				—				1.65				March 13, 2018				—				—
Ellen Cohl(6)			100,000				—				3.72				July 26, 2022				—				—

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Potential Payments upon Termination or Change-In-Control

The following summarizes the potential payments to each named executive officer as of December 31, 2013. The discussion assumes that the event occurred on December 31, 2013, the last business day of our fiscal year, at which time the closing price of our common stock as listed on the NASDAQ Capital Market was $2.96 per share.

Andrew D. Perlman

In the event Mr. Perlman’s employment was terminated for (i) Good Reason by Mr. Perlman, or (ii) by the Company without Cause on December 31, 2013, Mr. Perlman would have received severance in the amount of one year of base salary and certain COBRA payments. In addition, in the event a change of control had occurred on December 31, 2013 and Mr. Perlman had not continued as the Chief Executive Officer (other than a result of Mr. Perlman’s resignation without Good Reason or his termination for Cause), he would have been entitled to one times his base salary or $385,000 and 75% acceleration of certain equity instruments granted after the merger, which for such unvested awards, would have been $1,289,220 as of December 31, 2013.

Alexander R. Berger

In the event Mr. Berger’s employment was terminated for (i) Good Reason by Mr. Berger, or (ii) by the Company without Cause on December 31, 2013, Mr. Berger would have received severance in the amount of one year of base salary and certain COBRA payments. In addition, upon change of control, Mr. Berger would be entitled to receive 75% acceleration of certain equity instruments granted after the merger, which for such unvested awards, would have been $1,289,220 as of December 31, 2013.

David L. Cohen

In the event Mr. Cohn’s employment was terminated for (i) Good Reason by Mr. Cohen, or (ii) by the Company without Cause on December 31, 2013, Mr. Cohen would have received severance in the amount of one year of base salary and certain COBRA payments. In addition, upon change of control, Mr. Cohen would be entitled to receive 75% acceleration of certain equity instruments granted after the merger, which for such unvested awards, would have been $150,313 as of December 31, 2013.

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Director Compensation

The following table sets forth the compensation of persons who served as non-employee members of our board of directors during all or part of fiscal year 2013. Directors who are employed by us are not compensated for their service on our board of directors.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Option Awards ($)(1)				All other compensation ($)				Total ($)
Ashley C. Keller(2)			35,000				63,600				182,486				—				281,086
Seth M. Siegel(3)			17,500				70,833				182,486				—				270,819
Donald E. Stout(4)			35,000				—				182,486				19,485				236,971
Noel J. Spiegel(5)			26,250				59,000				134,350				—				219,600
John Engelman(6)			35,000				—				182,486				—				217,486
H. Van Sinclair(7)			35,000				—				182,486				—				217,486

We reimburse each member of our board of directors for reasonable travel and other out-of-pocket expenses in connection with attending meetings of the board of directors.

Narrative Disclosure to Director Compensation Table

Ashley C. Keller has been a director since December 31, 2012. In 2013, Mr. Keller received cash payments of $35,000 for his duties on the board of directors. On February 11, 2013, we granted Mr. Keller 80,000 options, at an exercise price of $3.18, and 20,000 RSUs, both vesting quarterly over one year.

Seth M. Siegel has served as a director since May 2006, and as chairman of the board from March 2010 through May 4, 2013. In 2013, Mr. Siegel received cash payments of $17,500 for his duties on the board of directors. On February 11, 2013, we granted Mr. Siegel 80,000 options, at an exercise price of $3.18, vesting quarterly over one year. In addition, and in accordance with the terms of his separation, certain of his previously granted options and RSUs were accelerated. As a result, an additional 17,084 options and 25,000 RSUs vested.

John Engelman has served as a director and member of the Compensation Committee since December 2010. In 2013, Mr. Engelman received cash payments of $35,000 for his duties on the board of directors. On February 11, 2013, we granted Mr. Engelman 80,000 options, at an exercise price of $3.18, vesting quarterly over one year.

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Donald E. Stout has been a director since July 19, 2012 and was a director of Innovate/Protect prior to the merger. In 2013, Mr. Stout received cash payments of $35,000 for his duties on the board of directors. On February 11, 2013, we granted Mr. Stout 80,000 options, at an exercise price of $3.18, vesting quarterly over one year.

H. Van Sinclair has been a director since July 19, 2012 and was a director of Innovate/Protect prior to the merger. In 2013, Mr. Sinclair received cash payments of $35,000 for his duties on the board of directors. On February 11, 2013, we granted Mr. Sinclair 80,000 options, at an exercise price of $3.18, vesting quarterly over one year.

Noel J. Spiegel has served as a director since member of the Audit Committee since May 6, 2013. In 2013, Mr. Spiegel received cash payments of $26,250 for his duties on the board of directors. On May 6, 2013, we granted Mr. Spiegel 60,000 options, at an exercise price of $2.95, and 20,000 RSUs, both with one third vesting at the end of each quarter.

On February 20, 2014, we granted 120,000 options at the exercise price of $4.10, that vest quarterly over one year to each of the directors as well as a retainer of $35,000 payable quarterly in arrears.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain aggregate information, as of December 31, 2013, with respect to all of our equity compensation plans then in effect:

Plan Category		(a)    No. of securities to be issued upon exercise of outstanding options, warrants and rights				(b)    Weighted-average exercise price of outstanding options, warrants and rights ($)				(c)    No. of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Total equity compensation plans approved by security holders(1),(2)			12,577,383				$3.24				4,509,796
Equity compensation plans not approved by security holders(3)			41,178				$0.99				—

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REPORT OF AUDIT COMMITTEE

The Audit Committee of the board of directors, which consists entirely of directors who meet the independence and experience requirements of the NASDAQ Stock Market, has furnished the following report:

The Audit Committee assists the board of directors in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by the board of directors. This committee reviews and reassesses our charter annually and recommends any changes to the board of directors for approval. The Audit Committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention, and oversight of the work of Somekh Chaikin, a member firm of KPMG International (KPMG Israel). In fulfilling its responsibilities for the financial statements for fiscal year 2012, the Audit Committee took the following actions:

Based on the Audit Committee’s review of the audited financial statements and discussions with management and KPMG Israel, the Audit Committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 for filing with the SEC.

Members of the Vringo, Inc.
Audit Committee (as of December 31, 2013)
  
Noel J. Spiegel
H. Van Sinclair
Donald E. Stout

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in the ownership of our common stock and other equity securities. Such persons are required to furnish us copies of all Section 16(a) filings.

Based solely upon a review of the copies of the forms furnished to us, we believe that our officers, directors and beneficial owners of more than 10% of our common stock complied with all applicable filing requirements during the fiscal year ended December 31, 2013.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The following is a description of transactions that we entered into with our executive officers, directors or 5% and more stockholders during the past two years. We believe that all of the transactions described below were made on terms no less favorable to us than could have been obtained from unaffiliated third parties. All future related party transactions will be approved by our audit committee or a majority of our independent directors who do not have an interest in the transaction and who will have access, at our expense, to our independent legal counsel.

Hudson Bay Master Fund Ltd., one of Innovate/Protect’s principal stockholders prior to the merger and currently a greater than 5% beneficial owner of Vringo, was issued a senior secured note payable (the “Note”), on June 22, 2011, in the total amount of $3,200,000. After the merger was consummated, on July 19, 2012, the Note was amended and restated and the holder was able to exercise any and all rights and remedies pursuant to such amended and restated Note, including with respect to any optional redemption provisions contained therein. The amended and restated Note was to mature on June 22, 2013 and Innovate/Protect had granted Hudson Bay Master Fund Ltd. a security interest in all of its tangible and intangible assets, in order to secure Innovate/Protect’s obligations under the senior secured note. After the consummation of the merger, the Note became our obligation, as it is to guarantee Innovate/Protect’s obligations. On August 15, 2012, the outstanding balance of the Note was repaid in full.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS
  
(Notice Item 1)

These eight (8) director nominees, if elected at the annual meeting, will hold office until the next annual meeting or until their successors are duly elected and qualify or until their earlier death, resignation or removal. There are no family relationships among any of Vringo’s directors and executive officers.

The director nominees are:

Andrew D. Perlman
Alexander R. Berger
Andrew Kennedy Lang
H. Van Sinclair
John Engelman
Ashley C. Keller
Noel J. Spiegel
Donald E. Stout

For information about each of the director nominees and other relevant information with respect to the Election of Director Proposal, please refer to the section entitled “Management and Corporate Governance.”

If for any reason any nominee does not stand for election, any proxies we receive will be voted in favor of the remaining nominees and may be voted for substitute nominees in place of those who do not stand. Vringo has no reason to expect that any of the nominees will not stand for election.

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election as directors of Andrew D. Perlman, Alexander R. Berger, Andrew Kennedy Lang, H. Van Sinclair, John Engelman, Ashley C. Keller, Noel J. Spiegel and Donald E. Stout. In the event that a nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other persons as the board of directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.

Required Vote; Recommendation of the Vringo Board of Directors

The affirmative vote of a plurality of the voting power of the shares present or represented by proxy at the 2014 annual meeting and entitled to vote on the election of directors is required to elect each nominee as a director.

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ANDREW D. PERLMAN, ALEXANDER R. BERGER, ANDREW KENNEDY LANG, H. VAN SINCLAIR, JOHN ENGELMAN, ASHLEY C. KELLER, NOEL J. SPIEGEL AND DONALD E. STOUT AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

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PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
  
(Notice Item 2)

The Audit Committee has appointed KPMG LLP (KPMG U.S.) as our independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2014. The board of directors proposes that the stockholders ratify this appointment. We expect representatives of KPMG U.S. will be available at the annual meeting, will have the opportunity to make a statement if they so desire, and will likewise be available to respond to appropriate questions.

Somekh Chaikin, a member firm of KPMG International (KPMG Israel), served as our independent registered public accounting firm for the fiscal year ended December 31, 2013. On April 2, 2014, we changed our independent registered public accounting firm from KPMG Israel to KPMG U.S. for the year ending December 31, 2014. The change was approved by the Audit Committee.

KPMG Israel’s reports on our consolidated financial statements as of December 31, 2012 and 2013, and for the two years then ended and for the period from June 8, 2011 (inception) to December 31, 2013 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the two years ended December 31, 2013 and through April 2, 2014, there were no: (a) disagreements with KPMG Israel on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to KPMG Israel’s satisfaction, would have caused KPMG Israel to make reference to the subject matter thereof in connection with its reports on our financial statements as of December 31, 2012 and 2013, and for the two years then ended and for the period from June 8, 2011 (inception) to December 31, 2013; or (b) “reportable events”, as defined under Item 304(a)(1)(v) of Regulation S-K.

KPMG Israel has indicated to us that it concurs with the foregoing statements contained in the paragraphs above as they relate to KPMG Israel and furnished a letter dated April 2, 2014 to the SEC to this effect. A copy of the letter from KPMG Israel was attached as Exhibit 16.1 to our Current Report on Form 8-K we filed with the SEC on April 7, 2014.

In deciding to appoint KPMG U.S., the Audit Committee reviewed auditor independence issues and existing commercial relationships with KPMG U.S. and concluded that KPMG U.S. has no commercial relationship with us that would impair its independence for the fiscal year ending December 31, 2014.

During the two most recent fiscal years and in the subsequent interim period through April 2, 2014, we have not consulted with KPMG U.S. with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on our consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

The following table presents fees for professional audit services rendered by KPMG Israel for the audit of the Company’s annual financial statements for the years ended December 31, 2012 and December 31, 2013, and fees billed for other services rendered by KPMG Israel during those periods.

		2012				2013
Audit fees:(1)		$	184,000				187,000
Audit related fees:(2)			19,000				—
Tax fees:(3)			20,000				8,000
Total		$	223,000			$	195,000

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Pre-Approval of Audit and Non-Audit Services

Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our independent registered public accounting firm. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all of the services provided by our independent registered public accounting firm in 2012 and 2013.

Required Vote; Recommendation of the Vringo Board of Directors

The affirmative vote of the holders of a majority of the shares of Vringo common stock present and entitled to vote on the matter either in person or by proxy at the annual meeting is required to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014. Abstentions will be counted AGAINST this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

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PROPOSAL 3: ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT
  
(Notice Item 3)

General

We are seeking your advisory vote as required by Section 14A of the Securities Exchange Act of 1934, as amended, on the approval of the compensation of our named executive officers as described in the Executive Officer and Director Compensation section of this proxy statement in the compensation tables and related narrative disclosure. We have determined to hold an advisory vote to approve the compensation of our named executive officers annually, and the next such advisory vote will occur at the 2015 Annual Meeting.

Our compensation philosophy is designed to provide the compensation and incentives needed to motivate and reward fairly those individuals who perform over time at or above the levels that we expect and to attract, as needed, and retain individuals with the skills necessary to achieve our objectives and who are crucial to our long-term success. Our compensation program is also designed to reinforce a sense of ownership and to link compensation to our performance as well as the performance of each of our named executive officers.

We rely on qualified, highly skilled and talented employees who have experience in the legal, intellectual property licensing and enforcement, and other technology-related industries to execute our business plan and strategy. Thus, our compensation program is structured in a manner similar to companies in these industries in order to attract and retain talented employees who may have other opportunities in these industry areas.

Our compensation program consists of these general elements:

In determining the total amount and mixture of the compensation for each of our named executive officers, the Compensation Committee subjectively considers the overall value to the Company of each named executive officer in light of numerous factors, including, but not limited to, the following:

Fiscal year 2013 was a transformational year for the Company during which we completed the integration with Innovate/Protect and enhanced the management team as well as the board of directors. We granted equity awards to our named executive officers in February 2013 when our stock price was at $3.18 per share. These awards were granted in light of achieving goals in 2012. The stock options and the restricted stock units granted vest quarterly over a three-year period. These equity awards ensure that the executive team is incentivized to build value for both the Company and our stockholders over an extended period.

The amount of equity awarded was determined by our Compensation Committee based on the data provided by our compensation consultant. In addition, the Compensation Committee examined the value of the equity awards at the time of the grant, total compensation being provided to each named executive officer before and after the grants, the amount of equity available for future issuance under our 2012 Plan, the equity awards that had been granted prior to the merger to our named executive officers, and the ratio of each named executive officer’s equity awards to the individual’s fully diluted beneficial ownership.

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In 2013, management continued to fulfill a number of objectives that had been outlined in the Company’s business plan in connection with the merger, such as acquisitions of additional intellectual property assets and securing additional capital, as well as reaching a number of intermediate milestones in the monetization of our intellectual property assets.

The Compensation Committee and the board of directors believe that these policies and procedures are effective in implementing our compensation philosophy and objectives and in achieving our goals.

Because your vote is advisory, it will not be binding on our Compensation Committee or our board of directors, nor will it directly affect or otherwise limit any compensation or award arrangements that have already been granted to any of our named executive officers. However, the Compensation Committee and the board of directors will review the voting results and take them into consideration when making future decisions regarding executive compensation. The following resolution, commonly known as a “say-on-pay” vote, is being submitted for a stockholder vote at the 2014 annual meeting:

“RESOLVED, that the compensation paid to the named executive officers of Vringo, Inc., as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission as set forth in the Executive Officer and Director Compensation Section of this proxy statement, is hereby APPROVED.”

Required Vote

The affirmative vote of the holders of a majority of the shares of Vringo common stock present and entitled to vote on the matter either in person or by proxy at the Vringo annual meeting is required to approve, on an advisory basis, this resolution. Abstentions will be counted AGAINST this proposal.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS, ON AN ADVISORY BASIS, A VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

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CODE OF CONDUCT AND ETHICS

We have adopted a code of conduct and ethics that applies to all of our employees, including our chief executive officer and chief financial and accounting officers. The text of the code of conduct and ethics is posted on the “Investors — Corporate Governance” section of our website at www.vringoip.com, and will be made available to stockholders without charge, upon request, in writing to the Corporate Secretary at 780 Third Avenue, 15^th Floor, New York, New York 10017. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting or the issuance of a press release of such amendments or waivers is then permitted by the rules of the NASDAQ Stock Market.

OTHER MATTERS

The board of directors knows of no other business which will be presented to the annual meeting. If any other business is properly brought before the annual meeting, proxies will be voted in accordance with the judgment of the persons named therein.

STOCKHOLDER FUTURE PROPOSALS AND NOMINATIONS FOR DIRECTOR

To be considered for inclusion in the proxy statement relating to our 2015 Annual Meeting of Stockholders, we must receive stockholder proposals (other than for director nominations) no later than Friday, December 26, 2014. To be considered for presentation at the 2015 Annual Meeting, although not included in the proxy statement, proposals (including director nominations that are not requested to be included in our proxy statement) must be received no earlier than Monday, February 9, 2015 and no later than Wednesday, March 11, 2015. Proposals that are not received in a timely manner will not be voted on at the 2015 Annual Meeting. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC. All stockholder proposals should be marked for the attention of Corporate Secretary, Vringo, Inc., 780 Third Avenue, 15^th Floor, New York, New York 10017.

New York, New York
April 29, 2014

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