Edgar Filing: J2 GLOBAL COMMUNICATIONS INC

WWWW.EXFILE.COM, INC. -- 888-775-4789 -- J2 GLOBAL COMMUNICATIONS, INC. -- PROXY STATEMENT

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SCHEDULE 14A INFORMATION

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j2 Global Communications, Inc.

6922 Hollywood Boulevard, Suite 500

Los Angeles, California 90028

Dear Stockholder:

We cordially invite you to attend the j2 Global Communications, Inc. 2008 Annual Meeting of Stockholders. The meeting will be held on Thursday, May 1, 2008, at 10:00 a.m. local time at the Hollywood Roosevelt Hotel, 7000 Hollywood Boulevard, Los Angeles, California 90028.

At the meeting, stockholders will vote on important matters. Please take the time to carefully read the proposals described in the attached proxy statement.

Thank you for your support of j2 Global Communications.

Sincerely,

Richard S. Ressler

Chairman of the Board

This proxy statement and the accompanying proxy card are being mailed to j2 Global

Communications, Inc.’s stockholders beginning about April 7, 2008.

j2 Global Communications, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 1, 2008

We will hold the 2008 Annual Meeting of Stockholders of j2 Global Communications, Inc., a Delaware corporation, at the Hollywood Roosevelt Hotel, 7000 Hollywood Boulevard, Los Angeles, California 90028, on Wednesday, May 1, 2008, at 10:00 a.m. local time, for the following purposes:

1.	To elect seven directors to serve for the ensuing year and until their successors are elected and qualified;

2.	To ratify the appointment of Singer Lewak Greenbaum & Goldstein LLP to serve as the Company’s independent auditors for fiscal 2008; and

3.	To transact such other business as may properly come before the meeting and any adjournment(s) and postponement(s) thereof.

The foregoing items of business are more fully described in the Proxy Statement which is attached to and made a part of this Notice.

The Board of Directors has fixed the close of business on March 19, 2008 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

All stockholders are cordially invited to attend the Annual Meeting in person. However, whether or not you plan to attend the Annual Meeting in person, you are urged to mark, date, sign and return the enclosed proxy card as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy and then decide to attend the Annual Meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

By Order of the Board of Directors,

Jeffrey D. Adelman

Vice President, General Counsel and Secretary

April 7, 2008

Los Angeles, California

TABLE OF CONTENTS

ABOUT THE ANNUAL MEETING	1

PROPOSAL 1 — ELECTION OF DIRECTORS	4

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS	6

CORPORATE GOVERNANCE	7

MEETINGS AND COMMITTEES OF THE BOARD	8

DIRECTOR COMPENSATION	10

EXECUTIVE OFFICERS	11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	12

EXECUTIVE COMPENSATION	14

COMPENSATION COMMITTEE REPORT	18

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	19

AUDIT COMMITTEE REPORT	27

INFORMATION ABOUT J2 GLOBAL’S AUDITORS	28

CERTAIN TRANSACTIONS	30

DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE NEXT ANNUAL MEETING	30

COST OF ANNUAL MEETING AND PROXY SOLICITATION	31

HOUSEHOLDING	31

OTHER MATTERS	31

j2 Global Communications, Inc.

6922 Hollywood Boulevard, Suite 500, Los Angeles, California 90028

April 7, 2008

PROXY STATEMENT

ABOUT THE ANNUAL MEETING

Who Is Soliciting My Vote?

The Board of Directors of j2 Global Communications, Inc. (“j2 Global” or the “Company”) is soliciting your vote at the 2008 Annual Meeting of j2 Global’s stockholders.

What Will I Be Voting On?

1. A proposal to elect seven members to the j2 Global Board of Directors (see page 4); and

2. A proposal to ratify the appointment of Singer Lewak Greenbaum & Goldstein LLP to serve as the Company’s independent auditors for fiscal 2008 (see page 6).

How Many Votes Do I Have?

You will have one vote for every share of j2 Global common stock you owned on March 19, 2008 (the record date).

How Many Votes Can Be Cast By All Stockholders?

45,190,922, which represents the total number of shares of j2 Global common stock that were outstanding and eligible to vote on the record date.

How Many Votes Must Be Present to Hold the Meeting?

A majority of the votes that can be cast, or 22,595,462 votes. We urge you to vote by proxy even if you plan to attend the Annual Meeting, so that we will know as soon as possible that enough votes will be present for us to hold the Meeting.

What is the Required Vote to Approve Each Proposal?

1. For Proposal 1 – the Election of Directors – the seven nominees receiving the highest number of votes will be elected to the j2 Global Board of Directors, whether or not such number of votes for any individual represents a majority of the votes cast.

2. For Proposal 2 – ratification of Singer Lewak Greenbaum & Goldstein LLP as j2 Global’s independent auditors – approval requires the affirmative vote of holders of a majority of shares of j2 Global common stock present or represented and entitled to vote at the Annual Meeting.

How Do I Vote?

You can vote either in person at the Annual Meeting, by proxy without attending the Annual Meeting or as otherwise provided in this mailing.

To vote by proxy, you must fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage-paid envelope.

If you want to vote in person at the Annual Meeting, and you hold your j2 Global stock through a securities broker (that is, in street name), you must obtain a proxy from your broker and bring that proxy to the Annual Meeting.

Can I Revoke My Proxy?

Yes. Just send in a new proxy card with a later date or send a written notice of revocation to j2 Global’s Secretary at 6922 Hollywood Boulevard, Suite 500, Los Angeles, California 90028. In addition, if you attend the Annual Meeting and want to vote in person, you can request that your previously submitted proxy not be used. Attendance at the Annual Meeting will not by itself revoke a proxy.

What If I Don’t Vote For a Matter Listed On My Proxy Card?

If you return a proxy card without indicating your vote, your shares will be voted FOR the director nominees listed on the card and FOR ratification of the appointment of Singer Lewak Greenbaum & Goldstein LLP as j2 Global’s independent auditors, and otherwise in accordance with the judgment of the person or persons voting the proxy on any other matter properly brought before the Annual Meeting.

What If I Vote “Abstain”?

Abstentions are counted for purposes of determining whether a quorum is present for transaction of business at the Annual Meeting. An abstention has no effect on the outcome of Proposal 1 – the Election of Directors. An abstention has the same effect as a vote against Proposal 2 – ratification of the appointment of Singer Lewak Greenbaum & Goldstein LLP as j2 Global’s independent auditors.

Can My Shares Be Voted If I Don’t Return My Proxy Card and Don’t Attend the Annual Meeting?

If you don’t vote your shares held in street name, your broker may be able to vote your shares on the matters scheduled to come before the Annual Meeting.

If your broker does not have discretion to vote your shares held in street name on a particular proposal and you don’t give your broker instructions on how to vote your shares, or your broker has such discretion but does not exercise it, the votes will be broker non-votes, which will be counted for purposes of determining whether a quorum is present for transaction of business at the Annual Meeting. Broker non-votes will have no effect on the vote for Proposal 1 – the Election of Directors or Proposal 2 – ratification of Singer Lewak Greenbaum & Goldstein LLP as j2 Global’s independent auditors.

If you don’t vote your shares held in your name, your shares will not be voted and will not be counted for purposes of determining whether a quorum is present for transaction of business at the Annual Meeting.

What Happens if the Meeting is Postponed or Adjourned?

Your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

Who Can I Contact if I Have Questions Concerning the Annual Meeting?

If you have any further questions about voting your shares or attending the Annual Meeting, please call or email j2 Global’s Investor Relations Department at 323-657-5371 or investor@j2global.com.

IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 1, 2008

This proxy statement and j2 Global’s Annual Report are available on the Investor Relations section of j2 Global’s website at http://investor.j2global.com/sec.cfm.

PROPOSAL 1 — ELECTION OF DIRECTORS

General

In July 2007, the Board of Directors voted to increase the size of the Board from five to seven directors. As a result, a Board of seven directors is to be elected at the j2 Global Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for j2 Global’s seven nominees named below, each of whom is currently a director of j2 Global. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, neither of which is expected to occur, the proxies will be voted for such nominee as shall be designated by the current j2 Global Board of Directors to fill the vacancy.

Vote Required

Each share of j2 Global common stock may vote for up to seven director-nominees. Votes may not be cumulated. If a quorum is present, the seven nominees receiving the highest number of votes will be elected to the j2 Global Board of Directors, whether or not such number of votes for any individual represents a majority of the votes cast.

The term of office of each person elected as a director will continue until the next j2 Global Annual Meeting or until his successor has been elected and qualified.

THE j2 GLOBAL BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW.

Nominees

The names of the nominees, their ages at the record date and certain other information about them are set forth below:

Name	Age	Principal Occupation	Director Since
Richard S. Ressler(3)	49	President of Orchard Capital Corporation	1997
Douglas Y. Bech(2)(5)	62	Chairman and CEO of Raintree Resorts International, LLC	2000
Robert J. Cresci(1)(2)(3)	64	Managing Director of Pecks Management Partners Ltd.	1998
W. Brian Kretzmer(1)(5)	54	Private Investor	2007
John F. Rieley(4)	64	Entrepreneur	1995
Stephen Ross(1)(4)	59	Senior Vice President – Recreational Enterprises of Warner Bros Entertainment, Inc.	2007
Michael P. Schulhof(2)(3)(5)	65	Private Investor	1997

________________

(1)	Member of the Audit Committee

(2)	Member of the Compensation Committee

(3)	Member of the Executive Committee

(4)	Member of the Investor Relations Committee

(5)	Member of the Corporate Governance Committee

There are no family relationships among any of the directors or executive officers of j2 Global.

Richard S. Ressler has been Chairman of the Board and a director of j2 Global since 1997 and served as the Company's Chief Executive Officer from 1997 to 2000, serving in each of these capacities pursuant to a consulting agreement between the Company and Orchard Capital Corporation (“Orchard Capital”). Mr. Ressler is the founder and President of Orchard Capital, a firm that provides investment

capital and advice to companies (including j2 Global) in which Orchard Capital or its affiliates invest. He has been President of Orchard Capital since 1994. Mr. Ressler is a Co-Founder and Principal of CIM Group, Inc., a real estate investor and manager. He is a Co-Founder and Chairman of Orchard First Source Asset Management, LLC, a debt investor and manager. Mr. Ressler also serves as a board member for various private companies.

Douglas Y. Bech has served as a director of j2 Global since November 2000. From August 1988 through November 2000, he served as a director of eFax.com, a company j2 Global acquired in November 2000. Since August 1997, Mr. Bech has served as Chairman and Chief Executive Officer of Raintree Resorts International, LLC, an owner and operator of upscale vacation ownership resorts. Mr. Bech was a founding partner of and, since August 1994, has served as a Managing Director of Raintree Capital, LLC, a merchant banking firm. Prior to his present position, Mr. Bech practiced law, most recently from October 1994 to October 1997 as a partner with Akin, Gump, Strauss, Hauer & Feld, L.L.P. He currently serves on the board of Frontier Oil Corporation.

Robert J. Cresci has been a director of j2 Global since 1998. Mr. Cresci has been a Managing Director of Pecks Management Partners Ltd., an investment management firm, since 1990. He currently serves on the boards of Sepracor, Inc., Luminex Corporation and Continucare Corporation.

W. Brian Kretzmer was elected to j2 Global’s Board of Directors in July 2007. He is an investor in several private firms where he serves in multiple capacities. From 1999 to 2006, Mr. Kretzmer was Chief Executive Officer of MAI Systems Corporation (which operated principally through its subsidiary Hotel Information Systems), a provider of enterprise management solutions for lodging organizations. He also served as Chief Financial Officer of MAI Systems Corporation from 1999 to 2000.

John F. Rieley is a co-founder and has been a director of j2 Global since 1995. From December 1995 when j2 Global was founded until March 1997, he held various positions with j2 Global. Between March 1997 and December 2004, Mr. Rieley provided consulting services to j2 Global under an agreement between j2 Global and Boardrush Media LLC, of which he is the President. From January 2006 through January 2008, Mr. Rieley directly provided consulting services to j2 Global. Mr. Rieley has managed, marketed and consulted on other projects in the media field, the airline industry and in public affairs, including as President of Flasher Factory, Inc.

Stephen Ross was elected to j2 Global’s Board of Directors in July 2007. From 1989 to the present he has served in various positions with Warner Bros Entertainment, Inc. He is currently Senior Vice President – Recreational Enterprises. Mr. Ross also serves as a director of Grill Concepts, Inc., a restaurant company.

Michael P. Schulhof has been a director of j2 Global since 1997. Mr. Schulhof is a private investor in the media, communications and entertainment industry and the Chief Executive Officer of GTI Group LLC. From 1993 to 1996, he was President and Chief Executive Officer of Sony Corporation of America. Mr. Schulhof is a trustee of the New York University Medical Center and the Brookings Institution.

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors has selected Singer Lewak Greenbaum & Goldstein LLP (“SLGG”) as independent auditors for the Company for the fiscal year ending December 31, 2008. SLGG has served as j2 Global’s independent auditors since March 2007. Notwithstanding the ratification of SLGG as j2 Global’s independent auditors, the Audit Committee, in its discretion, may direct appointment of new independent auditors at any time during the year, if the Audit Committee believes that such a change would be in the best interests of j2 Global and its stockholders. Representatives of SLGG are expected to be present at the Annual Meeting and are expected to be available to respond to appropriate questions.

Ratification of SLGG as j2 Global’s auditors for the fiscal year ending December 31, 2008 requires the affirmative vote of the holders of a majority of shares of j2 Global common stock present or represented and entitled to vote at the Annual Meeting.

THE j2 GLOBAL BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2, RATIFICATION OF SELECTION OF SINGER LEWAK GREENBAUM & GOLDSTEIN LLP AS j2 GLOBAL’S INDEPENDENT AUDITORS.

CORPORATE GOVERNANCE

j2 Global’s Board of Directors has adopted Corporate Governance Principles and a Code of Business Conduct and Ethics, which are both posted, along with the charters for the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Investor Relations Committee in the corporate governance section of the Company’s Website. Each of these documents can be accessed on the Company’s Website at http://investor.j2global.com/documents.cfm.

Corporate Governance Principles

j2 Global’s Corporate Governance Principles provide guidelines which govern the qualifications and conduct of the Board. The Principles are consistent with the corporate governance requirements of the Sarbanes-Oxley Act of 2002, and the corporate governance listing requirements applicable to companies whose securities are listed on the Nasdaq Global Select Market (the “Nasdaq listing standards”). The j2 Global Corporate Governance Principles address, among other things:

the independence and other qualifications of j2 Global Board and committee members. The Corporate Governance Principles provide that a majority of the directors, and all members of the Audit, Compensation and Corporate Governance and Nominating Committees, shall be independent of j2 Global and its management;

·	the functions of the Board in relation to oversight of j2 Global;

·	the selection, evaluation and approval of compensation of j2 Global’s executive officers;

·	the organization and basic function of Board committees; and

·	the authority of the Board and committees to engage outside advisors.

Code of Business Conduct and Ethics

j2 Global’s Code of Business Conduct and Ethics applies to all directors, officers and employees of j2 Global, including the Company’s Co-President and Chief Operating Officer; Co-President; Chief Financial Officer and Vice President, General Counsel & Secretary. The Code embodies j2 Global’s commitment to conduct its business in accordance with all applicable laws, rules and regulations, and the highest ethical standards. The Code is posted on the corporate governance page of the Company’s Website, and can be accessed at http://investor.j2global.com/documents.cfm.

Director Independence

Douglas Y. Bech, Robert J. Cresci, W. Brian Kretzmer, Stephen Ross and Michael P. Schulhof are independent directors, as defined in the Nasdaq listing standards and as determined by the Company’s Board of Directors.

Communications with the Board and the Audit Committee

The Board welcomes communications from stockholders and has adopted a procedure for receiving and addressing them. Interested parties may also submit complaints regarding accounting, internal accounting controls or auditing matters to the Company’s Audit Committee. Stockholders may send written communications to the entire Board, to the Audit Committee or to individual members, addressing them to j2 Global Communications, Inc., 6922 Hollywood Boulevard, Suite 500, Los Angeles, California 90028, Attention: Corporate Secretary. Communications by e-mail should be addressed to investor@j2global.com and marked “Attention: Corporate Secretary” in the “Subject” field.

The Board has instructed the Secretary to review all communications so received (via e-mail or otherwise), and to exercise his discretion not to forward to the Board members correspondence that is inappropriate such as business solicitations, frivolous communications and advertising, routine business matters (i.e., business inquiries, complaints or suggestions) and personal grievances. However, any director may at any time request the Secretary to forward any and all communications received by the Secretary but not forwarded to the Board.

MEETINGS AND COMMITTEES OF THE BOARD

Board Meetings and Attendance at Annual Meeting

The Board of Directors of j2 Global held a total of 17 meetings during 2007 and also conducted business by written consent. During 2007, each director attended at least seventy-five percent (75%) of all of the meetings of the Board of Directors and the committees of which he was a member. The Company encourages, but does not require, members of the Board of Directors to attend annual stockholder meetings. Four of j2 Global’s five directors at the time attended j2 Global’s 2007 Annual Meeting of Stockholders.

Executive Sessions

In accordance with the Company’s Corporate Governance Principles, executive sessions of non-management directors are held at least twice a year. The sessions are scheduled and chaired by the Chairman of the Audit Committee. Any non-management director can request that an additional executive session be scheduled.

Board Committees

The Board of Directors has established five standing committees: Audit, Compensation, Corporate Governance and Nominating, Executive and Investor Relations. The Audit, Compensation and Corporate Governance and Nominating Committees are composed solely of independent directors as defined in the Nasdaq listing standards. The charters of the Audit, Compensation, Corporate Governance and Nominating and Investor Relations Committees are posted on the corporate governance portion of the Company’s Website at http://investor.j2global.com/documents.cfm.

Audit Committee

The Audit Committee currently consists of Messrs. Kretzmer, Ross and Cresci, who is the Chairman of the Committee. The Audit Committee is comprised solely of directors who meet all the independence standards for audit committee members as set forth in the Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange Commission (“SEC”) adopted pursuant to the Sarbanes-Oxley Act and the Nasdaq listing standards. The Board has determined that Mr. Cresci is an “audit committee financial expert” as that term is defined in the SEC rules adopted pursuant to the Sarbanes-Oxley Act. The Audit Committee is responsible for, among other things, retaining and overseeing j2 Global’s independent auditors, approving the services performed by them and reviewing j2 Global’s financial reports and reporting process, accounting principles and its system of internal accounting controls. The Audit Committee held eight formal meetings in 2007 and participated with management in numerous meetings regarding internal controls and internal audit. See the “Audit Committee Report” below.

Compensation Committee

The members of the Compensation Committee are Messrs. Bech, Cresci and Schulhof, who is the Chairman of the Committee. The Compensation Committee is responsible for, among other things, administering j2 Global’s compensation programs, including its stock and benefit plans; for making

recommendations to the Board, for approval by a majority of independent directors, with respect to compensation of the Company’s executives; and for recommending to the Board changes in the policies that govern j2 Global’s compensation programs. The Compensation Committee’s charter does not provide for the delegation of the Compensation Committee’s responsibilities. The Compensation Committee held nine meetings in 2007 and also conducted business by written consent. See the “Compensation Committee Report” below.

Corporate Governance and Nominating Committee

In July 2007, the Company established the Corporate Governance and Nominating Committee. The members of the Committee are Messrs. Kretzmer, Schulhof and Bech, who is the Chairman of the Committee. The Corporate Governance and Nominating Committee is responsible for, among other things:

·	identifying, evaluating and nominating qualified individuals to become Board nominees at j2 Global’s Annual Meeting of Stockholders or to fill vacancies occurring between annual meetings of stockholders;

·	recommending Board members for nomination to, or to fill vacancies as members of, the standing committees of the Board;

·	developing, recommending to the Board and reviewing j2 Global’s Corporate Governance Principles; and

·	evaluating the performance of the Board as a whole.

The Corporate Governance and Nominating Committee has not established specific minimum age, education, experience or skill requirements for potential Board member nominees. In selecting director nominees, the Corporate Governance and Nominating Committee takes into consideration various factors to find candidates that will be able to represent the interests of the stockholders, including judgment, skill, diversity, educational background, experience with businesses and other organizations of a comparable size, the interplay of the candidate’s experience with that of the other Board members and the extent to which a candidate would be a desirable addition to the Board and any committees of the Board. The Corporate Governance and Nominating Committee may consider candidates proposed by management or by stockholders, but is not limited to such candidates.

The Corporate Governance and Nominating Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by other sources. j2 Global sets forth its policy with regard to the consideration of any director candidates recommended by stockholders in its Bylaws. See “Deadline for Submitting Stockholder Proposals and Director Nominations for the Next Annual Meeting” for more information regarding the procedures for the consideration of any director candidates recommended by stockholders.

The Corporate Governance and Nominating Committee held one meeting in 2007.

In July 2007, prior to the formation of the Corporate Governance and Nominating Committee, the Board voted to increase the size of j2 Global’s Board of Directors from five to seven directors. In filling the resulting vacancies, the Board considered nominees recommended by members of the Board. After a review of these candidates, the Board voted to appoint, and a majority of independent directors approved the appointment of, Messrs. Kretzmer and Ross as new Board members.

Executive Committee

The members of the Executive Committee are Messrs. Cresci, Schulhof and Ressler, who is the Chairman of the Committee. The Executive Committee may take certain action permitted by law and the

Bylaws in the intervals between meetings of the full Board. Although the Executive Committee held no formal meetings during 2007, the Committee advised the Board of Directors on various issues delegated to it throughout the year.

Investor Relations Committee

The members of the Investor Relations Committee are Messrs. Ross and Rieley, who is the Chairman of the Committee. The Investor Relations Committee is responsible for, among other things, monitoring and assisting management with the strategic direction and overall status of the Company’s investor relations and public relations programs and associated activities, including assistance with development of global investor relations and public relations strategies and conducting regular informal meetings with senior management regarding all material investor and public relations issues. The Investor Relations Committee held one meeting in 2007 and also conducted informal meetings with senior management regarding material investor and public relations matters.

DIRECTOR COMPENSATION

Each director, except Richard S. Ressler, receives an annual retainer of $50,000. In addition to the annual retainer, the Chairman of each of the Audit, Compensation, Corporate Governance and Nominating and Investor Relations Committee receives $10,000 per annum. Mr. Ressler is separately compensated for his services as Chairman of the Board pursuant to a consulting agreement between the Company and Orchard Capital Corporation, a company controlled by Mr. Ressler. Under this consulting arrangement, which runs for consecutive six-month terms, Orchard Capital receives compensation of $23,000 per month. The agreement is terminable by either party by written notice delivered at least 30 days prior to commencement of the next six-month term.

The following table contains information with respect to the compensation of the Company’s directors for the fiscal year ended December 31, 2007.

Director Compensation Table

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation (2)($)	Total ($)

Richard S. Ressler	$276,000		$83,015	$295,765	—	—	$49,000	$703,780

Douglas Y. Bech	$54,000		$83,015	$295,765	—	—	$26,524	$459,304

Robert J. Cresci	$60,000		$83,015	$295,765	—	—	$62,838	$501,618

W. Brian Kretzmer	$22,000		$29,170	$57,390	—	—	—	$108,560

John F. Rieley	$60,000	(1)	$83,015	$295,765	—	—	$14,688	$453,468

Stephen Ross	$22,000		$29,170	$57,390	—	—	—	$108,560

Michael P. Schulhof	$60,000		$83,015	$295,765	—	—	$27,400	$466,180

________________

(1)	Mr. Rieley also received consulting fees of $100,000 for international public relations services. See “Certain Transactions – Consulting Agreements” for a more detailed description of this arrangement.

(2)

In order to avoid potential taxation under Internal Revenue Code Section 409A, in December 2006 the Company offered each named executive officer and director the option to increase the exercise price of certain of their stock options. This column represents compensating payments to each director to reflect the decreased value of their stock options due to the increase in exercise price.

EXECUTIVE OFFICERS

The following sets forth certain information regarding j2 Global’s executive officers (ages are as of the record date):

Nehemia Zucker, 51, is j2 Global’s Co-President and Chief Operating Officer. From April to August 2005, he served as Co-President, and from May 2003 to August 2005, he served as Chief Marketing Officer. From December 2000 to May 2003, Mr. Zucker served as Chief Marketing Officer and Chief Financial Officer, and from 1996 to December 2000, he served as Chief Financial Officer. Prior to joining j2 Global in 1996, Mr. Zucker was Chief Operations Manager of Motorola’s EMBARC division, which packages CNBC and ESPN for distribution to paging and wireless networks. From 1980 to 1996, he held various positions in finance, operations and marketing at Motorola in the United States and abroad.

R. Scott Turicchi, 44, is j2 Global’s Co-President. From August 2005 to June 2007, he served as Co-President and Chief Financial Officer, and from May 2003 to August 2005, he served as Chief Financial Officer. From March 2000 to May 2003, Mr. Turicchi served as the Company’s Executive Vice President, Corporate Development, and from 1998 to 2000, he was a member of the Company’s Board of Directors. From 1990 to 2000, Mr. Turicchi was a Managing Director in Donaldson, Lufkin & Jenrette Securities Corporation’s investment banking department. Mr. Turicchi is a member of the Board of Directors of Greenhills Software, Inc., a privately held company that develops real time operating systems. He is also a member of the Board of Governors of Thomas Aquinas College and a Trustee of the John Paul II Cultural Center in Washington D.C.

Jeffrey D. Adelman, 41, has been j2 Global’s Vice President, General Counsel and Secretary since September 2000. Prior to joining j2 Global, Mr. Adelman practiced corporate, securities and mergers and acquisition law with the Detroit law firm of Miller, Canfield, Paddock & Stone, PLC. Mr. Adelman is a member of the state bars of California and Michigan.

Kathleen M. Griggs, 53, was appointed as Chief Financial Officer of j2 Global effective June 1, 2007. From November 2004 until joining j2 Global, she served as a financial consultant to various companies. From July 2003 to November 2004, Ms. Griggs served as chief financial officer of SonicWall, Inc., a publicly held Internet security system manufacturer. From March 2000 until July 2003, she was executive vice president and chief financial officer of QAD, Inc., a publicly held provider of enterprise resource planning software. Prior to 2000, Ms. Griggs served as chief financial officer for various companies, including Borland Software Corporation and Softbank Content Services. She serves on the board of directors of Chad Therapeutics, Inc., a medical device company.

Greggory Kalvin, 48, was j2 Global’s Chief Accounting Officer from May 2003 until May 31, 2007. Mr. Kalvin left j2 Global soon thereafter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

Information Regarding Beneficial Ownership of Principal Stockholders

The following table contains information regarding the beneficial ownership of the Company’s common stock as of December 31, 2007 by the shareholders the Company knows to beneficially own more than five percent of the Company’s outstanding shares of common stock. The percentage of ownership is calculated using the number of outstanding shares on February 29, 2008.

Name	Number of Shares Beneficially Owned(1)	Approximate Percentage
William Blair & Company, L.L.C. 222 W. Adams Chicago, Illinois 60606	6,207,038(2)	13.11%

FMR Corp. 82 Devonshire Street, Boston, Massachusetts 02109	6,075,540(3)	12.83%

Munder Capital Management 480 Pierce Street Birmingham, Michigan 48009	4,415,315(4)	9.33%

Barclays Global Investors NA 45 Fremont Street 17th Floor San Francisco, CA 94105	3,420,021(5)	7.22%

(1)	As of February 29, 2008, 47,345,086 shares of j2 Global common stock were outstanding.

(2)	Based upon information as of December 31, 2007 set forth in stockholder’s Schedule13G filed with the SEC on February 14, 2008.

(3)	Based upon information as of December 31, 2007 set forth in stockholder’s Schedule13G/A filed with the SEC on February 14, 2008.

(4)	Based upon information as of December 31, 2007 set forth in stockholder’s Schedule13G/A filed with the SEC on January 17, 2007.

(5)	Based upon information as of December 31, 2007 set forth in stockholder’s Schedule13G/A filed with the SEC on February 5, 2008.

Information Regarding Beneficial Ownership of Management

The following table sets forth certain information that has been provided to the Company with respect to beneficial ownership of shares of the Company’s common stock as of February 29, 2008 by: (i) each director and nominee for director of the Company, (ii) each of the named executive officers and (iii) all directors and executive officers of the Company as a group:

Name(1)	Number of Shares Beneficially Owned(2)	Approximate Percentage
Richard S. Ressler	2,409,150(3)	4.96%
Douglas Y. Bech	319,468(4)	*
Robert J. Cresci	337,000(5)	*
W. Brian Kretzmer	11,000(6)	*
John F. Rieley	83,000(7)	*
Stephen Ross	11,000(8)
Michael P. Schulhof	46,000(9)	*
Nehemia Zucker	50,000(10)	*
R. Scott Turicchi	808,710(11)	1.69%
Jeffrey D. Adelman	21,212(12)	*
Kathleen M. Griggs	30,000(13)	*
Greggory Kalvin	–(14)	*
All directors and named executive officers as a group (12 persons)	4,126,540(15)	8.27%

* Less than 1%

(1)	The address for all executive officers, directors and director nominees is c/o j2 Global Communications, Inc., 6922 Hollywood Blvd., Suite 500, Los Angeles, CA 90028.

(2)	As of February 29, 2008, 47,345,086 shares of j2 Global common stock were outstanding.

(3)	Consists of 1,135,150 shares of j2 Global common stock, including 18,000 shares of unvested restricted stock, and options to acquire 1,274,000 shares of j2 Global common stock that are exercisable within 60 days of the record date for the 2008 Annual Meeting of Stockholders.

(4)

Consists of 94,404 shares of j2 Global common stock, including 18,000 shares of unvested restricted stock, owned by Douglas Y. Bech, 10,052 shares of j2 Global common stock owned by the AYBech Trust of 1984 and 10,052 shares of j2 Global common stock owned by the KEBech Trust of 1984, and options to acquire 225,064 shares of j2 Global common stock that are exercisable within 60 days of the record date for the 2008 Annual Meeting of Stockholders. Mr. Bech is the trustee of the AYBech Trust of 1984 and of the KEBech Trust of 1984 but has disclaimed beneficial ownership of any shares of j2 Global common stock in which he has no pecuniary interest.

(5)	Consists of 23,000 shares of j2 Global common stock, including 18,000 shares of unvested restricted stock, and options to acquire 314,000 shares of j2 Global common stock that are exercisable within 60 days of the record date for the 2008 Annual Meeting of Stockholders.

(6)	Consists of 11,000 shares of unvested restricted stock.

(7)	Consists of 21,000 shares of j2 Global common stock, including 18,000 shares of unvested restricted stock, and options to acquire 62,000 shares of j2 Global common stock that are exercisable within 60 days of the record date for the 2008 Annual Meeting of Stockholders.

(8)	Consists of 11,000 shares of unvested restricted stock.

(9)	Consists of 21,000 shares of j2 Global common stock, including 18,000 shares of unvested restricted stock, and options to acquire 25,000 shares of j2 Global common stock that are exercisable within 60 days of the record date for the 2008 Annual Meeting of Stockholders.

(10)	Consists of 50,000 shares of unvested restricted stock.

(11)	Consists of 178,710 shares of j2 Global common stock, including 45,250 shares of unvested restricted stock, and options to acquire 630,000 shares of j2 Global common stock that are exercisable within 60 days of the record date for the 2008 Annual Meeting of Stockholders.

(12)	Consists of 21,212 shares of j2 Global common stock, including 18,000 shares of unvested restricted stock.

(13)	Consists of 30,000 shares of unvested restricted stock.

(14)	Mr. Kalvin ceased serving as j2 Global’s Chief Accounting Officer effective June 1, 2007, and left the Company soon thereafter.

(15)	Consists of 1,596,476 shares of j2 Global common stock, including 255,250 shares of unvested restricted stock, and options to acquire 2,530,064 shares of j2 Global common stock that are exercisable within 60 days of the record date for the 2008 Annual Meeting of Stockholders.

j2 Global is not aware of any arrangements, including any pledge by any person of j2 Global’s securities, the operation of which may at a subsequent date result in a change in control of j2 Global.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires j2 Global’s officers (as defined in Rule 16a-1(f)), directors and persons who own more than 10% of a registered class of j2 Global’s equity securities to file reports of ownership and changes in ownership with the SEC. Such persons are required by SEC regulations to furnish j2 Global with copies of all Section 16(a) forms they file. Based solely on j2 Global’s review of the copies of such forms received by j2 Global and written representations from certain reporting persons that they have complied with the relevant filing requirements, the Company believes that all filing requirements applicable to the Company’s officers, directors and 10% stockholders were complied with during the fiscal year ended December 31, 2007.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

General

The Compensation Committee of j2 Global’s Board of Directors:

·	administers the Company’s compensation programs, including its stock option and employee stock purchase plans;

·	recommends to the Board, for approval by a majority of independent directors, the compensation to be paid to the Company’s executives;

·	recommends to the Board of Directors changes to j2 Global’s compensation policies and benefits programs; and

·	otherwise seeks to ensure that j2 Global’s compensation philosophy is consistent with j2 Global’s best interests and is properly implemented.

The Compensation Committee currently is comprised of three non-employee directors whom the Board has determined are independent for purposes of Nasdaq Marketplace Rule 4350.

Compensation Philosophy and Objectives

The Company’s executive compensation program is designed to attract, retain and motivate the Company’s executive officers in a manner that is tied directly to achievement of the Company’s overall operating and financial goals, and thereby increase j2 Global’s overall equity value.

Compensation for j2 Global’s executives, including for 2007, consists of salary, participation in an executive bonus program, stock option grants and restricted stock awards. The Company’s Compensation Committee has not adopted any formal policy for allocating compensation between long-term and short-term, between cash and non-cash or among different forms of non-cash compensation. Rather, the Committee helps the Board of Directors assess past performance and anticipated future contribution of each executive officer in recommending to the Board of Directors, for approval by a majority of independent directors, the total amount and mix of each element of compensation. The Co-Presidents as well as the Chairman of the Board participate actively in this process, with the Co-Presidents being primarily responsible for establishing compensation payable to non-executive officers. In setting compensation for any given year, the Compensation Committee generally does not consider the amount of compensation from prior periods or amounts realizable from prior compensation.

The Company’s compensation objective is to link compensation to continuous improvements in corporate performance and increase in stockholder value. The Company’s executive compensation program goals include the following:

·	to establish pay levels that attract, retain and motivate highly qualified executive officers while considering the overall market competitiveness for such executive talent and balancing the relationship between total stockholder return and direct compensation;

·	to align executive officer remuneration with the interests of the stockholders;

·	to recognize superior individual performance;

·	to balance base and incentive compensation to complement the Company’s annual and longer term business objectives and strategies and encourage the fulfillment of those objectives and strategies through executive officer performance; and

·	to provide compensation opportunities based on the Company’s performance.

Compensation Components

Executive compensation consists of the following elements:

Salary. Base salaries are evaluated annually for all executive officers. In determining appropriate salary levels for such officers to recommend to the Board of Directors for its approval, the Compensation Committee considers, among other factors, the officer’s scope of responsibility, prior experience and past performance, and data on prevailing compensation levels in relevant markets for executive talent. The Compensation Committee generally targets executive salaries above the 25th percentile for comparable positions at comparable companies based upon compensation survey information j2 Global purchases. The survey information includes aggregated compensation data by job function for a group of unidentified companies with similar characteristics as j2 Global in terms of revenues, number of employees and other similar factors. The Compensation Committee conducts an annual review of executive salaries against this survey information to help ensure that executive salaries remain in line with the Compensation Committee’s target range. In approving salary increases during 2007, the Compensation Committee considered not only the survey information, but also the Company’s and individuals’ performance.

Bonus. j2 Global has established an executive bonus program for awarding bonuses to the Company’s senior executives, including the named executive officers. Bonus guidelines under the program are established each year and are designed to encourage and reward senior management for (a) attaining Company-wide financial goals, (b) improving the financial and operational health of j2 Global, and (c) meeting or exceeding individually defined goals and objectives for each executive. The program provides guidelines only as to payment of bonuses to executive program participants and is non-binding and does not create any contract right between the Company and the participants.

The process under this program begins with development of corporate financial targets and individual goals and objectives for each program participant. The financial objectives are generally in alignment with the Company’s budget for the year. The individual goals and objectives are designed to help the Company achieve its financial goals. The corporate financial objectives and all individual goals and objectives are recommended by the Compensation Committee for approval by the Board of Directors and approved by a majority of independent directors.

Under the program for 2007, j2 Global established a “bonus pool” based upon an aggregate of specified percentages of base salary of all eligible executives. For the Co-President and Chief Operating Officer, the “target” bonus percentage was 50% of his base salary from January to August 2007 and 75% of his base salary for the remainder of the year. For the Co-President, the “target” bonus percentage was 50% of his annual base salary. For the Vice President, General Counsel and Secretary the “target” bonus percentage was 30% of his base salary from January to August 2007 and 35% of his base salary for the remainder of the year. For the Chief Financial Officer the target was 35% from her June 1, 2007 hire date through the remainder of the year. The bonus program provided that the bonus pool would be “funded” only if the Company achieved at least 97% of the budgeted fiscal 2007 net income and earnings per diluted share targets (the “Threshold Earnings Targets”). Even if the Threshold Earnings Targets were achieved, the pool would be funded only if they were achieved in a manner consistent with the Company achieving specified revenue and net income before taxes results (the “Other Corporate Objectives”). Once funded, it was anticipated – although not guaranteed – that the entire pool would be distributed among the eligible participants.

Under the 2007 bonus program, if the Threshold Earnings Targets were achieved in a manner consistent with the Other Corporate Objectives, the bonus pool would be funded at 100%. If less than 97% of the Threshold Earnings Targets were achieved, the bonus pool would be not funded at all. If more than 105% of the Threshold Earnings Targets were achieved in a manner consistent with the Other Corporate Objectives, the bonus pool could be funded up to 150% of the target pool amount.

Under the program, the Compensation Committee was to recommend for approval by the Board of Directors, and the independent members of the Board of Directors were to approve, funding the bonus pool based upon the program formula. However, the Compensation Committee and Board retained discretion to increase or decrease the funding of the bonus pool notwithstanding the achievement of the program criteria based on factors they deemed appropriate.

Once the bonus pool was funded, individual bonuses were to be established by evaluating each executive’s relative contribution to the success of the Company as a whole, as well as his or her success in meeting his or her individual objectives. Individual bonus amounts were to be recommended by the Compensation Committee for approval by the Board of Directors and approved by a majority of independent directors.

In 2008, the Compensation Committee recommended for approval by the Board of Directors, and the independent members of the Board of Directors approved: (a) funding the pool established under the 2007 executive bonus program at the 60% level based upon the program formula, and (b) an additional bonus amount to certain executives in the aggregate amount of $298,795.

As a result of this process, in 2008 the named executive officers were awarded the following bonuses with respect to fiscal 2007 performance:

Nehemia Zucker:	$	232,849
R. Scott Turicchi:	$	165,656
Jeffrey D. Adelman:	$	71,458
Kathleen M. Griggs:	$	51,042
Greggory Kalvin:	$	—

j2 Global does not have any policy regarding the adjustment or recovery of awards under the bonus program in the event that the relevant performance measures are later restated or adjusted.

Stock-Based Compensation. Stock-based compensation awards, including stock options, restricted stock, stock appreciation rights, restricted stock units and performance shares, are designed to align the interests of executives and employees with the long-term interests of the stockholders. The Compensation Committee approves stock-based compensation awards subject to vesting periods to retain executives and employees and encourage sustained contributions. To date, the Company has only awarded stock-based compensation in the form of stock options and restricted stock. Stock option grants are generally reserved for director-level employees and above, and restricted stock awards are generally reserved for the most senior and critical executives. The Company does not follow a practice of making annual stock-based compensation awards. Rather, it has made these awards every few years based upon individual performance and the amount of previously approved awards that have not yet vested. The Company also sometimes approves awards in connection with promotions or significant increases in responsibility of executive officers. The Compensation Committee determines the size of stock-based compensation awards based upon the expected future value of those awards over the vesting period that it considers appropriate to incentivize and retain the services of executive officers while preserving shareholder value. The typical vesting period of options is four or five years, with a pro rata portion vesting on each anniversary of the grant date. The exercise price of options is the closing market price on the date of grant. The typical vesting period of restricted stock awards is five years, vesting on the following graduated schedule on each anniversary of the date of award: 10% on the first anniversary, 15% on the second anniversary, 20% on the third anniversary, 25% on the fourth anniversary and 30% on the fifth anniversary.

Employee Stock Purchase Plan. j2 Global offers all of its employees, including the Company’s executive officers, the opportunity to purchase the Company’s common stock through a tax-qualified employee stock purchase plan (“ESPP”). Under the ESPP, eligible employees can withhold up to 15% of their earnings, up to certain maximums, to be used to purchase shares of j2 Global’s common stock at certain plan-defined dates. The price of the common stock purchased under the ESPP for the offering periods is equal to 95% of its fair value at the end of the offering period.

Other Compensation. j2 Global’s executive officers are entitled to participate in the Company’s health, vision, dental, life and disability insurance plans, and the Company’s tax qualified 401(k) plan, to the same extent that the Company’s other employees are entitled to participate. Participants in the 401(k) plan are eligible for up to a $500 annual Company match which vests over a three-year period. In addition, the Company pays a higher portion of employer contributions toward premiums for executives to participate in the health, vision and dental plans.

In order to avoid potential taxation under Internal Revenue Code Section 409A, in December 2006, the Company offered each named executive officer and Board member the option to increase the exercise price of certain of their stock options. In January 2007, the Company made compensating payments to each such named executive officer and Board member to reflect the decreased value of their stock options due to the increase in exercise price.

Change in Control and Severance Arrangements. j2 Global has not provided change in control or severance arrangements to any of the Company’s executive officers, except that Mr. Zucker has an employment contract with the company that contains a severance arrangement if he is terminated without cause. Mr. Zucker’s employment agreement has no specified term and is terminable at will by either party, but provides for severance payments equal to six months’ salary in the event of a termination by j2 Global without cause. Under Mr. Zucker’s employment agreement, “cause” means (i) any act or failure to act, done or omitted in bad faith, (ii) persistent unavailability for service, habitual neglect, material misconduct (after notice and a reasonable opportunity to cure) or dishonesty, or (iii) conviction of a felony (other than ordinary traffic violations or similar minor offenses). At December 31, 2007, six months’ salary would have been $212,500.

In addition, in the event of a change of control of the Company, each option granted under the Second Amended and Restated 1997 Stock Option Plan or the 2007 Stock Plan will become immediately exercisable in full and all outstanding restrictions on each share of restricted stock shall immediately be canceled in full unless the Board of Directors determines that the holder has been offered substantially identical replacement options or replacement shares of restricted stock, as the case may be, and a comparable position at the acquiring company.

Summary

After its review of all existing programs, consideration of current market and competitive conditions, and alignment with the Company’s overall compensation objectives and philosophy, the Compensation Committee believes that the total compensation program for the Company’s executive officers is focused on increasing value for stockholders and enhancing the Company’s performance. The Compensation Committee currently believes that, although it does not target a specific percentage as being incentive compensation, a significant portion of compensation of executive officers is properly tied to stock appreciation or stockholder value through stock-based compensation awards and annual incentive bonus measures. The Company’s Compensation Committee believes that its executive compensation levels are competitive with the compensation programs offered by other corporations with which it competes for executive talent.

Notwithstanding anything to the contrary set forth in any of j2 Global’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that might incorporate future filings, including this Proxy Statement, in whole or in part, the following Compensation Committee Report shall not be deemed to be “Soliciting Material,” is not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

COMPENSATION COMMITTEE REPORT

Management of the Company has prepared the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K, and the Compensation Committee of the Board of Directors has reviewed and discussed it with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the proxy statement for j2 Global’s 2008 Annual Meeting of Shareholders.

	Submitted by the Compensation Committee of the Board of Directors,



	Michael P. Schulhof, Chairman

Douglas Y. Bech

Robert J. Cresci

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The j2 Global Compensation Committee currently consists of Messrs. Bech, Cresci and Schulhof. j2 Global has no interlocking relationships or other transactions involving any of its Compensation Committee members that are required to be reported pursuant to applicable SEC rules. No member of the Compensation Committee has ever been an officer or employee of j2 Global.

Summary Compensation Table

The table below summarizes the total compensation earned by each of the named executive officers in 2006 and 2007.

Name and Principal Position	Year	Salary (1)($)		Bonus ($)	Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation (1)($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)		Total ($)
Nehemia Zucker	2006	$	366,827	—		—		—	$	195,000	—	$	10,493	$	572,320
Co-President & COO	2007	$	402,789	—	$	13,259	$	391,440	$	232,849	—	$	67,399	$	1,107,736

Scott Turicchi	2006	$	314,423	—		—		—	$	158,000	—	$	10,493	$	482,916
Co-President	2007	$	349,616	—	$	10,607	$	355,777	$	165,657	—	$	205,681	$	1,087,338

Jeffrey D. Adelman	2006	$	192,211	—		—		—	$	86,000	—	$	8,815	$	287,026
Vice President, GeneralCounsel & Secretary	2007	$	221,154	—	$	7,955	$	137,436	$	71,459	—	$	15,556	$	453,560

Kathleen M. Griggs	2006		—	—		—		—		—	—		—		—
Chief Financial Officer	2007	$	146,154	—	$	109,466	$	226,874	$	51,042	—	$	1,552	$	535,088

Greggory Kalvin	2006	$	137,404	—		—		—	$	24,400	—	$	7,703	$	169,507
Chief Accounting Officer	2007	$	75,924	—		—		—		—	—	$	10,091	$	86,015

(1)	Salary and Non-Equity Incentive Plan Compensation for 2006 have been updated to reflect amounts earned, rather than paid, in 2006.

All Other Compensation

The following table and related footnotes describe each component of the column entitled “All Other Compensation” in the Summary Compensation Table.

Name	Year	Perquisites and Other Personal Benefits ($)	Tax Reimbursements ($)	Insurance Premiums ($)			Company Contributions to Retirement and 401(k) Plans ($)		Severance Payments/ Accruals(1) ($)	Change in Control Payments / Accruals ($)	Other (9)		Total ($)
Nehemia	2006	—	—	$	9,993	(2)	$	500	—	—		—	$	10,493
Zucker	2007	—	—	$	10,017	(3)	$	500	—	—	$	56,882	$	67,399

R. Scott	2006	—	—	$	9,993	(2)	$	500	—	—		—	$	10,493
Turicchi	2007	—	—	$	10,017	(3)	$	500	—	—	$	195,164	$	205,681

Jeffrey D.	2006	—	—	$	8,315	(4)	$	500	—	—		—	$	8,815
Adelman	2007	—	—	$	9,304	(5)	$	500	—	—	$	5,752	$	15,556

Kathleen M.	2006	—	—		—			—	—	—		—		—
Griggs	2007	—	—	$	1,552	(6)		—	—	—		—	$	1,552

Greggory	2006	—	—	$	7,203	(7)	$	500	—	—		—	$	7,703
Kalvin	2007	—	—	$	4,339	(8)		—	—	—	$	5,752	$	10,091

___________________

(1)	Mr. Zucker has a severance agreement with the Company pursuant to which he is entitled to receive severance payments equal to six months’ salary in the event of a termination by j2 Global without cause.

(2)	Consists of $9,951 in medical, dental and vision insurance premium contributions and $41 in life insurance premium contributions for $10,000 in life insurance benefits.

(3)	Consists of $9,976 in medical, dental and vision insurance premium contributions and $41 in life insurance premium contributions for $10,000 in life insurance benefits.

(4)	Consists of $8,273 in medical, dental and vision insurance premium contributions and $41 in life insurance premium contributions for $10,000 in life insurance benefits.

(5)	Consists of $9,263 in medical, dental and vision insurance premium contributions and $41 in life insurance premium contributions for $10,000 in life insurance benefits.

(6)	Consists of $1,539 in medical, dental and vision insurance premium contributions and $13 in life insurance premium contributions for $10,000 in life insurance benefits.

(7)	Consists of $7,161 in medical, dental and vision insurance premium contributions and $41 in life insurance premium contributions for $10,000 in life insurance benefits.

(8)	Consists of $4,311 in medical, dental and vision insurance premium contributions and $28 in life insurance premium contributions for $10,000 in life insurance benefits.

(9)

In order to avoid potential taxation under Internal Revenue Code Section 409A, in December 2006 the Company offered each named executive officer and director the option to increase the exercise price of certain of their stock options. This column represents compensating payments to each named executive officer to reflect the decreased value of their stock options due to the increase in exercise price.

Grants of Plan-Based Awards Table

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($ / Sh)		Grant Date Fair Value of Stock and Option Awards ($)
		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Nehemia Zucker	8/3/2007	—	—	—	—	—	—	5,000	15,000	$	32.45	$	482,239

R. Scott Turicchi	8/3/2007	—	—	—	—	—	—	4,000	12,000	$	32.45	$	385,791

Jeffrey D. Adelman	8/3/2007	—	—	—	—	—	—	3,000	9,000	$	32.45	$	289,343

Kathleen M. Griggs	6/15/2007	—	—	—	—	—	—	30,000	90,000	$	33.51	$	3,101,292

Greggory Kalvin	8/3/2007	—	—	—	—	—	—	—	—		—		—

Outstanding Equity Awards At Fiscal Year-End

The following table provides information on the holdings of stock options and restricted stock by the named executive officers at December 31, 2007.

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) (1)		Number of Securities Underlying Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (2) (#)		Market Value of Shares or Units of Stock That Have Not Vested (3) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
	Exercisable		Unexercisable
Nehemia Zucker		—		108,000	—	$	18.77	8/31/2015		50,000	$	1,058,500	—	—
		—		15,000	—	$	32.45	8/3/2017		—		—	—	—

R. Scott Turicchi		320,000		—	—	$	2.07	4/14/2010		45,250	$	957,943	—	—
		37,500		—	—	$	0.94	12/28/2011		—		—	—	—
		12,500		—	—	$	1.17	12/28/2011		—		—	—	—
		8,000		—	—	$	3.53	6/25/2012		—		—	—	—
		8,000		—	—	$	4.47	6/25/2012		—		—	—	—
		44,500		—	—	$	6.88	5/8/2013		—		—	—	—
		133,500		—	—	$	8.95	5/8/2013		—		—	—	—
		66,000		99,000	—	$	18.77	8/31/2015		—		—	—	—
				12,000	—	$	32.45	8/3/2017		—		—	—	—

Jeffrey D. Adelman		—		36,000	—	$	18.77	8/31/2015		18,000	$	381,060	—	—
		—		9,000	—	$	32.45	8/3/2017		—		—	—	—

Kathleen M. Griggs		—		90,000	—	$	33.51	6/15/2017		30,000	$	635,100	—	—

Greggory Kalvin		—		—	—		—	—		—		—	—	—

___________________

(1)	All stock options granted have 10-year terms. Options granted before August 2005 vest equally over four years on each anniversary of the grant date. Options granted during or after August 2005 vest equally over five years on each anniversary of the grant date.

(2)

The restricted shares are subject to a five-year restricted period, which commences on the award date, with restrictions lapsing as to 10% of the shares on the first anniversary of the award date, 15% of the shares on the second anniversary of the award date, 20% on the third anniversary of the award date, 25% on the fourth anniversary of the award date, and 30% on the fifth anniversary of the award date.

(3)	The market value is determined by multiplying the number of shares by $21.17, the closing trading price of the company’s common stock on the Nasdaq Global Market on December 31, 2007, the last trading day of the fiscal year.

Option Exercises and Stock Vested

The following table sets forth certain information with respect to stock options exercised and vested stock awards by j2 Global’s executive officers during the fiscal year ended December 31, 2007.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)

Nehemia Zucker		132,000	$	2,479,667		9,000	$	306,000

R. Scott Turicchi		—		—		8,250	$	280,500

Jeffrey D. Adelman		30,000	$	491,058		3,000	$	102,000

Kathleen M. Griggs		—		—		—		—

Greggory Kalvin		21,000	$	482,816		—		—

Equity Compensation Plan Information

The following table provides information as of December 31, 2007 regarding shares outstanding and available for issuance under j2 Global’s existing stock option plans (in millions, except per share amounts):

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders(1)	4,383,174	$9.67	6,134,967(2)
Equity compensation plans not approved by security holders	—	—	—

(1)	These plans consist of the Second Amended and Restated 1997 Stock Option Plan, the 2007 Stock Plan and the 2001 Employee Stock Purchase Plan.

(2)

Of these, as of December 31, 2007, 4,458,000 shares remained available for grant under the 2007 Stock Plan and 1,676,967 shares remained available for grant under the 2001 Employee Stock Purchase Plan. The Second Amended and Restated 1997 Stock Option Plan terminated on October 24, 2007, and no additional shares were available for grant under that plan after the termination date.

Second Amended and Restated 1997 Stock Option Plan

j2 Global’s 1997 Stock Option Plan was adopted by the Board of Directors and approved by the stockholders in November 1997 and was subsequently twice amended and restated (the “1997 Plan”). A total of 12 million shares of j2 Global’s common stock were reserved for issuance under the 1997 Plan. On October 24, 2007, upon the adoption of the j2 Global Communications, Inc. 2007 Stock Plan by the Company’s stockholders, the 1997 Plan was terminated and no additional shares underlying options and shares of restricted stock are available for grant under the 1997 Plan. As of December 31, 2007, 4,341,174 shares underlying options and 359,550 shares of restricted stock were outstanding under the 1997 Plan, all of which continue to be governed by the 1997 Plan. The 1997 Plan is administered by the Compensation Committee of j2 Global’s Board of Directors.

The 1997 Plan provided for grants to employees, including officers and employee directors, of “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and for grants of non-statutory stock options and restricted stock awards to employees, including officers and employee directors, and consultants, who may be non-employee directors.

Options generally have a term of 10 years. For options granted in 1999 and prior years, one-third of the options vested equally over three years on each anniversary of the grant date. For options granted after 1999 but before August 2005, one-quarter of the options vest equally over four years on each anniversary of the grant date. For options granted during or after August 2005, one-fifth of the options vest equally over five years on each anniversary of the grant date.

The option exercise price may not be less than the higher of the par value or 100% of the fair market value of j2 Global’s common stock on the grant date. However, non-statutory options may be granted at exercise prices of not less than the higher of the par value or 85% of the fair market value of j2 Global’s common stock on the grant date. In the case of an incentive stock option granted to a person who at the time of the grant owns stock representing more than 10% of the total combined voting power of all classes of j2 Global’s common stock, the option exercise price for each share of common stock covered by such option may not be less than 110% of the fair market value of a share of j2 Global’s common stock on the grant date.

Restricted stock awards are generally subject to a five-year restricted period, which commences on the award date, with restrictions lapsing as to 10% of the shares on the first anniversary of the award date, 15% of the shares on the second anniversary of the award date, 20% on the third anniversary of the award date, 25% on the fourth anniversary of the award date, and 30% on the fifth anniversary of the award date.

Upon the death or termination of employment of an optionee other than for cause, the option ceases to vest and must be exercised within a period of time specified in the 2007 Plan, otherwise the options expire. In the event of a change of control of the Company, as defined in the 1997 Plan, each option and each share of restricted stock will become immediately exercisable in full unless the Board of Directors determines that the holder has been offered substantially identical replacement options or replacement shares of restricted stock, as the case may be, and a comparable position at the acquiring company.

2007 Stock Plan

j2 Global’s 2007 Stock Plan (the “2007 Plan”) was adopted by the Board of Directors and approved by j2 Global’s stockholders on October 24, 2007. A total of 4.5 million shares of j2 Global’s common stock have been reserved for issuance under the 2007 Plan, subject to adjustment for recapitalization events. As of December 31, 2007, there were 4,458,000 shares available for grant under the 2007 Plan. The 2007 Plan permits the issuance of awards in the form of stock options, including incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, stock appreciation rights, restricted stock, restricted stock units, performance shares and share units and other stock-based awards. As of December 31, 2007, 42,000 options and no other stock-based awards were outstanding under the 2007 Plan.

The 2007 Plan appoints the Compensation Committee of j2 Global’s Board of Directors as the 2007 Plan administrator and provides the Compensation Committee discretionary authority from time to time to give to employees of j2 Global or a subsidiary, members of the Company’s Board of Directors and consultants selected by the Compensation Committee awards permitted under the 2007 Plan. However, no individual may receive awards with respect to more than 400,000 j2 Global common shares in any one-year period.

As the 2007 Plan administrator, the Compensation Committee determines the terms of the awards granted, including the exercise price of each option, the number of shares subject to each option and covered by each restricted stock or other stock-based award and the vesting or similar terms of each award. The 2007 Plan administrator also has the full power to select the individuals to whom stock-based awards will be granted and to make any combination of grants to any participants. Notwithstanding the powers bestowed on the Compensation Committee under the terms of the 2007 Plan, the Company has adopted a policy that, among other things, requires that all stock-based compensation awards be finally approved by a majority of outside directors within the meaning of section 162(m) of the Internal Revenue Code of 1986, as amended.

In addition, the 2007 Plan permits grants of options under it in substitution for options held by employees of other companies who become eligible to receive options under the 2007 Plan as a result of a merger, consolidation, reorganization or similar event. The terms and conditions of the substitute options may vary from those contemplated by the 2007 Plan to the extent deemed appropriate by the Compensation Committee in order to conform the terms and conditions of the substitute options to those of the options they replace.

The 2007 Plan provides that any shares subject to 2007 Plan options that expire or are cancelled unexercised, and any restricted shares that are forfeited on which no dividends have been paid (or on which dividends have been paid if the dividends also are forfeited), again would become available for 2007 Plan purposes.

Options have a maximum term of 10 years and vest as determined by the 2007 Plan administrator. The option exercise price may not be less than the higher of the par value or 100% of the fair market value of j2 Global’s common stock on the grant date. However, non-statutory options may be granted at exercise prices of not less than the higher of the par value or 85% of the fair market value of j2 Global’s common stock on the date the option is granted. In the case of an incentive stock option granted to a person who at the time of the grant owns stock representing more than 10% of the total combined voting power of all classes of j2 Global’s common stock, the option exercise price for each share of common stock covered by such option may not be less than 110% of the fair market value of a share of j2 Global’s common stock on the grant date of such option and such option may not be exercisable after the expiration of five years from the grant date of such option.

Upon the death or termination of employment of an optionee other than for cause, the option ceases to vest and must be exercised within a period of time specified in the 2007 Plan, otherwise the options expire. In the event of a change of control of the Company, each option will become immediately exercisable in full and all outstanding restrictions on each share of restricted stock shall immediately be canceled in full unless the Board of Directors determines that the holder has been offered substantially identical replacement options or replacement shares of restricted stock, as the case may be, and a comparable position at the acquiring company.

The 2007 Plan will expire in October 2017 in accordance with its terms, except that subsequent to its expiration the 2007 Plan will continue to govern stock-based compensation previously granted under it.

2001 Employee Stock Purchase Plan

j2 Global’s 2001 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board of Directors and approved by the stockholders in May and June 2001, respectively. In May 2006, the Company amended and restated the ESPP to change the purchase price from 90% of the lesser of (a) the fair market value of a share of common stock on the commencement of the offering or (b) the fair market value of a share of common stock on the date of purchase to 95% of the fair market value of a share of common stock at the end of the offering period.

A total of two million shares of j2 Global’s common stock have been reserved for issuance under the ESPP. As of December 31, 2007, 323,033 shares had been issued under the ESPP and 1,676,967 shares were available for future issuance. The ESPP is administered by the Compensation Committee of j2 Global’s Board of Directors.

The ESPP is implemented through sequential offerings, each of which is referred to as an “offering,” the terms of which are referred to herein as “offering periods.” Generally, each offering period is for three months or such other duration as the Compensation Committee shall determine, not to exceed 27 months. Offering periods commence on or about February 1, May 1, August 1 and November 1 of each year and end on or about the next April 30, July 31, October 31 and January 31, respectively.

By executing an agreement to participate in the ESPP, an eligible employee is entitled to purchase shares under the ESPP, or a “purchase right”. The purchase right consists of an option to purchase a maximum number of shares of common stock determined by either (1) dividing 15% of such eligible employee’s compensation during the offering period by the purchase price of a share of common stock for such offering period or (2) dividing $12,500 by the fair market value of a share of common stock on the last date of such offering period, whichever is less. If the aggregate number of shares to be purchased upon exercise of purchase rights granted in the offering would exceed the maximum aggregate number of shares available for issuance under the ESPP, the Compensation Committee would make a pro rata allocation of shares available in a uniform and equitable manner. Unless the employee’s participation is discontinued, his or her right to purchase shares is exercised automatically at the end of each offering period.

Any employee of j2 Global or of any parent or subsidiary corporation of j2 Global designated by the Compensation Committee for inclusion in the ESPP is eligible to participate in an offering under the ESPP so long as the employee has been employed by j2 Global or any designated parent or subsidiary corporation of j2 Global for at least 30 days and is customarily employed at least 20 hours per week and five months per calendar year. However, no employee who owns or holds options to purchase, or as a result of participation in the ESPP would own or hold options to purchase, five percent (5%) or more of the total combined voting power or value of all classes of stock of j2 Global or of any parent or subsidiary corporation of j2 Global is entitled to participate in the ESPP. In addition, no employee is entitled to purchase more than $25,000 worth of stock (determined based on the fair market value of the shares at the time such rights are granted) under all employee stock purchase plans of j2 Global in any calendar year.

Notwithstanding anything to the contrary set forth in any of j2 Global’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that might incorporate future filings, including this Proxy Statement, in whole or in part, the following Audit Committee Report shall not be deemed to be “Soliciting Material,” is not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

AUDIT COMMITTEE REPORT

Each member of the Audit Committee is an independent director as determined by the Company’s Board of Directors, based on the Nasdaq Global Market listing rules. Each member of the Audit Committee also satisfies the SEC’s additional independence requirement for members of audit committees. In addition, the Company’s Board of Directors has determined that Robert J. Cresci is an “audit committee financial expert,” as defined by SEC rules. The Audit Committee operates pursuant to a Charter that was last amended and restated by the Board in October 2004 and is available in the corporate governance section of j2 Global’s website at http://investor.j2global.com/documents.cfm.

Effective March 14, 2007, the Audit Committee replaced Deloitte & Touche LLP (“Deloitte”) as the Company’s independent auditor with SLGG. SLGG’s services commenced with the review of j2 Global’s financial statements for the first fiscal quarter ending March 31, 2007.

The Audit Committee reviews j2 Global’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. SLGG, the Company’s independent auditor for 2007, was responsible for expressing opinions on the conformity of the Company’s 2007 audited financial statements with generally accepted accounting principles and on management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. In addition, SLGG expressed its own opinion on the effectiveness of the company’s internal control over financial reporting as of December 31, 2007.

In this context, the Audit Committee reviewed and discussed with management and SLGG the audited financial statements for the year ended December 31, 2007, management’s assessment of the effectiveness of the Company’s internal control over financial reporting and SLGG’s evaluation of the Company’s internal control over financial reporting. The Audit Committee discussed with SLGG the matters that are required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as may be modified or supplemented. SLGG provided to the Audit Committee the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as may be modified or supplemented, and the Audit Committee discussed with SLGG that firm’s independence. The Audit Committee concluded that SLGG’s provision of audit and non-audit services to j2 Global and its affiliates through December 31, 2007 was compatible with SLGG’s independence.

Based on the considerations referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements for the year ended December 31, 2007 be included in j2 Global’s Annual Report on Form 10-K for 2007.

Submitted by the Audit Committee of j2 Global’s Board of Directors,

Robert J. Cresci, Chairman

W. Brian Kretzmer

Stephen Ross

INFORMATION ABOUT j2 GLOBAL’S AUDITORS

Changes in Registrant’s Certifying Accountant

On March 14, 2007, j2 Global’s Audit Committee recommended, approved and directed the dismissal of Deloitte as j2 Global’s independent accountants. Also on March 14, 2007, the Audit Committee recommended, approved and directed the selection of SLGG as j2 Global’s new independent accountants. SLGG’s services commenced with the review of j2 Global’s financial statements for the first fiscal quarter ending March 31, 2007.

The audit reports of Deloitte on j2 Global’s consolidated financial statements for the fiscal years ended December 31, 2006 and 2005, and on management’s assessment of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2006 and 2005, 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, except for the following:

Deloitte expressed an adverse opinion on the effectiveness of j2 Global’s internal control over financial reporting as of December 31, 2005 because of a material weakness relating to the assessment of the income tax impact of the pricing for services purchased by j2 Global from a subsidiary.

Deloitte’s report on the consolidated financial statements contained explanatory paragraphs regarding j2 Global’s adoption of Statement of Financial Accounting Standards No. 123(R) on January 1, 2006 and the restatement of 2005 consolidated financial statements.

During the two most recent fiscal years, and through the subsequent interim period preceding the dismissal of Deloitte, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. During the two most recent fiscal years, and through the subsequent interim period preceding the dismissal of Deloitte, there were no reportable events described under Item 304(a)(1)(v) of Regulation S-K, except for the adverse opinion on the effectiveness of j2 Global’s internal control over financial reporting described above. There were no disagreements between Deloitte and j2 Global relating to this adverse opinion.

During the two most recent fiscal years, and the subsequent interim period prior to the engagement of SLGG, neither j2 Global, nor anyone on its behalf, consulted SLGG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the j2 Global’s financial statements, where either a written report was provided to j2 Global or oral advice was provided, that SLGG concluded was an important factor considered by j2 Global in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).

On March 14, 2007, j2 Global provided Deloitte with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that Deloitte furnish it with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the statements made by j2 Global herein. A copy of Deloitte’s letter to the SEC dated March 19, 2007 is attached as Exhibit 16 to j2 Global’s Current Report on Form 8-K filed with the SEC on March 20, 2007.

Audit Fees

SLGG’s services commenced with the review of j2 Global’s financial statements for the first fiscal quarter ending March 31, 2007. The fees billed to the Company by SLGG for services rendered relating to fiscal 2007 are set forth below.

	2007
Audit Fees (a)	$	913,337
Audit-Related Fees (b)		39,850
Tax Fees (c)		2,489
All Other Fees		—
Total	$	955,676

(a)	Includes professional services rendered in connection with the annual audit and quarterly reviews of the financial statements.

(b)	Includes fees for services related to the benefit plan audit and foreign entity statutory audits.

(c)	Includes fees for services related to an enterprise zone study.

Deloitte served as j2 Global’s independent auditors from 2002 through March 14, 2007. The fees billed to the Company by Deloitte for services rendered relating to fiscal 2006 are set forth below.

	2006
Audit Fees (a)	$	1,276,678
Audit-Related Fees (b)		43,684
Tax Fees (c)		560,020
All Other Fees		—
Total	$	1,880,382

(a)	Includes professional services rendered in connection with the annual audit and quarterly reviews of the financial statements.

(b)	Includes fees for services related to benefit plan audit.

(c)	Includes fees for services related to tax compliance and tax planning.

Availability of Representatives of Independent Accountant at the Annual Meeting

Representatives of SLGG are expected to be present at the 2008 Annual Meeting of stockholders, and will have the opportunity to make a statement at the meeting if they desire to do so. In addition, they are expected to be available at the meeting to respond to appropriate questions.

Pre-Approval Procedure for Services

The Audit Committee pre-approves all audit and audit-related services. The Audit Committee has delegated to its Chairman, Mr. Cresci, the authority to approve certain non-audit services. Pre-approval shall not be required for the provision of non-audit services if (1) the aggregate amount of all such non-audit services constitute no more than 5% of the total amount of revenues paid by the Company to the auditors during the fiscal year in which the non-audit services are provided, (2) such services were not recognized by the Company at the time of engagement to be non-audit services, and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit. No services were provided by SLGG pursuant to these exceptions.

CERTAIN TRANSACTIONS

Consulting Agreements

j2 Global has entered into the following consulting agreements with directors, officers and beneficial owners of more than five percent (5%) of j2 Global’s common stock:

· Richard S. Ressler’s services as Chairman are provided pursuant to a consulting arrangement with Orchard Capital Corporation, a company controlled by Mr. Ressler. Under this consulting arrangement, which runs for consecutive six-month terms, Orchard Capital receives compensation of $23,000 per month. The agreement is terminable by either party by written notice delivered at least 30 days prior to commencement of the next six-month term.

· On January 16, 2006, j2 Global entered into a Consultancy Agreement with Mr. Rieley, pursuant to which Mr. Rieley assisted the Company in expanding its public relations efforts internationally, with an initial emphasis on Europe, and created and recommended to the Company for its adoption, an overall public relations program. The Consultancy Agreement had a one year term, which was renewed for an additional year effective January 16, 2007, and was terminable by either party at any time and for any reason. Under the Agreement, Mr. Rieley received annual compensation of $100,000, payable quarterly in advance. The Agreement expired on January 16, 2008 in accordance with its terms.

Office Lease

j2 Global currently leases approximately 40,000 square feet of office space with monthly lease payments of approximately $94,083 for its headquarters in Los Angeles, California under a lease that expires in January 2010. j2 Global leases the space from CIM/Hollywood, LLC, a limited liability company indirectly controlled by j2 Global’s Chairman, Richard S. Ressler.

Investments in j2 Global by Officers, Directors and Principal Stockholders

Between December 1995 and March 1997, j2 Global issued a total of 6,910,000 shares of common stock to j2 Global’s founders, Messrs. Muller and Rieley, 5,375,000 of which were canceled in March 1997 and reissued to Boardrush Media LLC. Also in March 1997, j2 Global issued 10,060,000 shares of common stock to Orchard/JFAX Investors, LLC, and 220,000 shares of common stock to Nehemia Zucker. In connection with these issuances, j2 Global entered into a registration rights agreement with those investors. Under this agreement, the investors have the right to participate in registrations initiated by j2 Global, but do not have the right to demand that j2 Global effect a registration. These registration rights expired on March 17, 2007.

The Company believes that the “Certain Transactions” described above were made on terms no less favorable than could have been obtained from third parties. All transactions were negotiated at arms’ length. j2 Global intends to have all future transactions between j2 Global and its officers, directors and affiliates approved by a majority of independent and disinterested members of j2 Global’s Board of Directors or one of its committees, as appropriate, in a manner consistent with Nasdaq listing standards, Delaware law and the fiduciary duties of j2 Global’s directors.

DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE NEXT ANNUAL MEETING

Under Rule 14a-8 of the Exchange Act, certain stockholder proposals may be eligible for inclusion in j2 Global’s proxy statement and form of proxy. The date by which stockholder proposals must be received by j2 Global so that they may be considered for inclusion in the proxy statement and form of proxy for the Company’s 2008 Annual Meeting of Stockholders is December 31, 2008 (or if the

date of the next j2 Global Annual Meeting is changed by more than 30 days from the date of the 2008 Annual Meeting, a reasonable time before j2 Global begins to print and mail its proxy materials). Under j2 Global’s Bylaws, stockholder proposals which a stockholder does not seek to include in the proxy statement and form of proxy pursuant to Rule 14a-8 of the Exchange Act must be received by j2 Global not less than 60 days nor more than 90 days prior to the date of the next j2 Global Annual Meeting (unless there are fewer than 70 days between the date the next Annual Meeting is announced and the date it is held, in which case such advance notice must be given at least 10 days after the date of the announcement). Notice of a stockholder’s intent to nominate candidates for election as directors must be submitted within the deadline for submission of stockholder proposals. Stockholder proposals or notices of intent to nominate candidates for election as directors should be submitted to j2 Global Communications, Inc. at 6922 Hollywood Boulevard, Suite 500, Los Angeles, California 90028.

COST OF ANNUAL MEETING AND PROXY SOLICITATION

j2 Global is paying the expenses of this solicitation. The Company also will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in sending proxy material to principals and obtaining their instructions. In addition to solicitation by mail, the directors, officers and employees may solicit proxies in person or by telephone, fax, email or similar means.

HOUSEHOLDING

As permitted by the Securities Exchange Act of 1934, only one copy of this Proxy Statement is being delivered to stockholders residing at the same address, unless such stockholders have notified j2 Global of their desire to receive multiple copies of the Proxy Statement.

j2 Global will promptly deliver, upon oral or written request, a separate copy of the Proxy Statement to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to j2 Global’s Secretary, 6922 Hollywood Boulevard, Suite 500, Los Angeles, California 90028, (323) 860-9200.

OTHER MATTERS

The Board of Directors knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, proxies in the enclosed form will be voted in respect thereof as the proxy holders deem advisable.

It is important that the proxies be returned promptly and that your shares be represented. Stockholders are urged to mark, date, sign and promptly return the accompanying proxy card in the enclosed envelope.

The form of proxy and this Proxy Statement have been approved by the Board of Directors and are being mailed and delivered to stockholders by its authority.

By Order of the Board of Directors,

Richard S. Ressler

Chairman of the Board

Los Angeles, California

Dated: April 7, 2008

PROXY

j2 GLOBAL COMMUNICATIONS, INC.

ANNUAL MEETING OF STOCKHOLDERS - MAY 1, 2008

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder(s) of j2 Global Communications Inc., a Delaware corporation, hereby acknowledge(s) receipt of the Proxy Statement dated April 7, 2008, and hereby appoint(s) Nehemia Zucker, R. Scott Turicchi, and Jeffrey D. Adelman, and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of j2 Global Communications, Inc., to be held May 1, 2008 at 10:00 a.m., local time, at the Hollywood Roosevelt Hotel, 7000 Hollywood Boulevard, Los Angeles, California 90028, and at any continuation or adjournment thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on all matters set forth below.

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE APPROVAL OF ALL PROPOSALS SET OUT ON THE REVERSE SIDE, INCLUDING FOR THE ELECTION OF THE NOMINEES TO BE DIRECTORS OF j2 GLOBAL, FOR THE RATIFICATION OF THE APPOINTMENT OF SINGER LEWAK GREENBAUM & GOLDSTEIN LLP TO SERVE AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 2008 AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY CONTINUATION OR ADJOURNMENT THEREOF.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS BELOW

[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

1.	To elect seven directors to serve the ensuing year and until their successors are elected.

1. Douglas Y. Bech	[_] FOR	[_] WITHHELD
2. Robert J. Cresci	[_] FOR	[_] WITHHELD
3. W. Brian Kretzmer	[_] FOR	[_] WITHHELD
4. Richard S. Ressler	[_] FOR	[_] WITHHELD
5. John F. Rieley	[_] FOR	[_] WITHHELD
6. Stephen Ross	[_] FOR	[_] WITHHELD
7. Michael P. Schulhof	[_] FOR	[_] WITHHELD

2.	To ratify the appointment of Singer Lewak Greenbaum & Goldstein LLP to serve as the Company's independent auditors for fiscal 2008.

[_] FOR [_] WITHHELD [_] ABSTAIN

3.	To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

[_] FOR [_] WITHHELD [_] ABSTAIN

[_] Mark here for address change and note in the space provided.

Signature(s):_______________________ Date:_____________

Note: This proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name appears hereon and returned promptly in the enclosed envelope. Persons in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, each person should sign.

Please date, sign and mail your proxy card back as soon as possible.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)