Neuberger Berman Has Withdrawn Its Nomination
of Directors in Connection with Verint’s Commitments and New
Disclosures
Verint® Systems Inc. (Nasdaq:VRNT) and Neuberger Berman
Investment Advisers LLC and certain of its affiliates (“Neuberger
Berman”) today announced that, following constructive discussions
about Verint’s enhanced disclosures and commitments to shareholders
outlined below, Neuberger Berman has agreed to withdraw its
nominations of three directors to Verint’s Board of Directors.
Jack Egan, Verint’s Lead Independent Director, said, “Our
engagement with Neuberger Berman has resulted in a better
understanding between us. The Board is committed to continued
acceleration of performance as well as regular Board refreshment.
We are targeting senior industry executives who have relevant
skills and a track record of shareholder value creation. We will be
adding a new director this year with operating experience in the
software industry, preferably with experience in cloud transitions.
We are open to input from all of our shareholders, including
Neuberger Berman, for candidates with appropriate
qualifications.”
Benjamin Nahum, Managing Director at Neuberger Berman, stated,
“We appreciate our engagement with Verint and the progress we have
made together. We are supportive of the Company’s strategic
direction and leadership team and believe that Verint’s commitment
to providing shareholders with enhanced disclosures will ultimately
help investors see the strong momentum driving the Company’s
long-term value opportunities.”
Dan Bodner, Verint Chairman and CEO, added, “As our business
transforms, we continue to evolve our disclosure. In our most
recent investor communications, Verint provided shareholders with
long-term targets and new cloud metrics, as well as discussed
recent acquisitions and our capital allocation plan. We intend to
continue to evolve our disclosure including enhanced segment
reporting, industry standard cloud metrics and information to
assist investors to understand our organic growth. We continue to
be committed to refinancing our convertible notes, and do not plan
to settle them with shares. We appreciate our constructive dialogue
with Neuberger Berman and believe Verint is well positioned for
continued success with strong innovation, dedicated employees and
world class customers and partners.”
Goldman Sachs & Co. LLC is acting as financial advisor and
Jones Day is acting as legal advisor to Verint.
Neuberger Berman will not be submitting GOLD proxy cards for
tabulation for the 2019 Annual Meeting and encourages stockholders
to submit a WHITE proxy card in support of the Board’s
recommendations on each proposal.
About Verint Systems Inc.
Verint® (Nasdaq: VRNT) is a global leader in Actionable
Intelligence® solutions with a focus on customer engagement
optimization and cyber intelligence. Today, over 10,000
organizations in more than 180 countries—including over 85 percent
of the Fortune 100—count on intelligence from Verint solutions to
make more informed, effective and timely decisions. Learn more
about how we’re creating A Smarter World with Actionable
Intelligence® at www.verint.com.
VERINT, ACTIONABLE INTELLIGENCE, THE CUSTOMER ENGAGEMENT
COMPANY, NEXT IT, FORESEE, OPINIONLAB, KIRAN ANALYTICS, TERROGENCE,
SENSECY, CUSTOMER ENGAGEMENT SOLUTIONS, CYBER INTELLIGENCE
SOLUTIONS, EDGEVR, RELIANT, VANTAGE, STAR-GATE, SUNTECH, and VIGIA
are trademarks or registered trademarks of Verint Systems Inc. or
its subsidiaries. Other trademarks mentioned are the property of
their respective owners.
About Neuberger Berman
Neuberger Berman, founded in 1939, is a private, independent,
employee-owned investment manager. The firm manages a range of
strategies—including equity, fixed income, quantitative and
multi-asset class, private equity and hedge funds—on behalf of
institutions, advisors and individual investors globally. With
offices in 23 countries, Neuberger Berman’s team is more than 2,100
professionals. For five consecutive years, the company has been
named first or second in Pensions & Investments Best Places to
Work in Money Management survey (among those with 1,000 employees
or more). Tenured, stable and long-term in focus, the firm has
built a diverse team of individuals united in their commitment to
delivering compelling investment results for our clients over the
long term. That commitment includes active consideration of
environmental, social and governance factors. The firm manages $323
billion in client assets as of March 31, 2019. For more
information, please visit our website at www.nb.com.
Forward-Looking Statements
This press release contains “forward-looking statements,”
including statements regarding expectations, predictions, views,
opportunities, plans, strategies, beliefs, and statements of
similar effect relating to Verint Systems Inc. These
forward-looking statements are not guarantees of future performance
and they are based on management’s expectations that involve a
number of risks, uncertainties and assumptions, any of which could
cause actual results to differ materially from those expressed in
or implied by the forward-looking statements. For a detailed
discussion of these risk factors, see our Annual Report on Form
10-K for the fiscal year ended January 31, 2019, and other filings
we make with the SEC. The forward-looking statements contained in
this press release are made as of the date of this press release
and, except as required by law, Verint assumes no obligation to
update or revise them or to provide reasons why actual results may
differ.
Important Additional Information and Where to Find It
Verint has filed a definitive proxy statement on Schedule 14A
and form of associated WHITE Proxy Card with the Securities and
Exchange Commission (“SEC”) in connection with the solicitation of
proxies for its 2019 Annual Meeting (the “Definitive Proxy
Statement”). Details concerning the nominees of Verint’s Board of
Directors for election at the 2019 Annual Meeting are included in
the Definitive Proxy Statement. Verint has mailed solicitation
materials, including a WHITE proxy card, to stockholders of record
entitled to vote at the 2019 Annual Meeting. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING VERINT’S DEFINITIVE PROXY STATEMENT AND ANY
SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Stockholders are able to obtain
a free copy of the Definitive Proxy Statement and of these other
documents through the website maintained by the SEC at
http://www.sec.gov and through the website maintained by Verint at
http://www.verint.com/investor-relations as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190606005607/en/
Verint Systems
Inc.InvestorAlan RodenVerint Systems
Inc.alan.roden@verint.com
MediaJim Barron/David MillarSard Verbinnen & Co.212
687 8080
Neuberger BermanAlexander
SamuelsonNeuberger Berman(212)
476-5392Alexander.Samuelson@NB.com
Verint Systems (NASDAQ:VRNT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Verint Systems (NASDAQ:VRNT)
Historical Stock Chart
From Jul 2023 to Jul 2024