SeaChange International, Inc. Supplemental Proxy Materials
For the Annual Meeting of Shareholders to be held on July 11, 2019
June 28, 2019
On July 11, 2019, we will hold our 2019 Annual Meeting of Shareholders (the Meeting).
Proposal No. II to be voted on at the Meeting is an approval of our Tax Benefits Preservation Plan, dated as of March 4, 2019, by and between the Company
and Computershare Inc., as Rights Agent (the Tax Benefits Preservation Plan). The Tax Benefits Plan is intended, but cannot be guaranteed, to reduce the likelihood of an ownership change, thereby preserving the Companys
ability to realize substantial tax benefits associated with its accumulated net operating loss carryforwards.
On June 28, 2019, we amended the Tax
Benefits Preservation Plan to provide that in no event will the Rights expire later than March 4, 2022, the three year anniversary of our entering into of the Tax Benefits Preservation Plan.
This amendment was effected by the following:
Amending the definition of Final Expiration Date in Section 1(n) to
provided, however, that if any Person shall become an Acquiring Person, then clause (i) and (ii) above shall be disregarded for all purposes of this Agreement and the Final Expiration Date shall be March 4, 2029; and
Making a corresponding amendment to the Summary of Rights to Purchase Preferred Shares in Exhibit C to
the sentence If, however, any person becomes an Acquiring Person, the Final Expiration Date shall be March 4, 2029.
The Board of Directors unanimously recommends a vote FOR the approval of the Tax Benefits Preservation Plan.
Copies of SeaChanges proxy statement (including any amendments or supplements thereto) and Annual Report to Shareholders for the fiscal year ended
31, 2019 are available on the Investor Relations page on SeaChanges website at www.seachange.com. Printed copies can be obtained by contacting our Chief Financial Officer at SeaChanges registered office located
at 50 Nagog Park, Acton, MA 01720