On June 6, 2019, Verint Systems Inc. (the Company or Verint)
entered into an agreement (the Settlement Agreement) with Neuberger Berman Investment Advisers LLC and certain other entities and natural persons signatories thereto (collectively, Neuberger Berman).
Pursuant to the Settlement Agreement, (i) the Company agreed that the Corporate Governance & Nominating Committee of the
Companys Board of Directors (the Board) will work in good faith to identify for the Board, and the Board will work in good faith to appoint, an additional director to the Board who has substantial experience as a senior operating
executive in the software industry, preferably with experience in cloud transitions, as promptly as reasonably practicable but in any event prior to December 31, 2019 and (ii) Neuberger Berman irrevocably withdrew its nomination of
directors for election to the Companys Board at the 2019 annual meeting of stockholders.
The Settlement Agreement includes certain
restrictions, applicable from June 6, 2019 until the earliest of (i) 15 business days prior to the deadline for the submission of stockholder nominations for the Companys 2020 annual meeting of stockholders, (ii) 100 days prior to the
first anniversary of the Companys 2019 annual meeting, or (iii) the date of a material breach by the Company of the provisions of the Settlement Agreement (the Standstill Period). During the Standstill Period, Neuberger Berman
is, among other things, restricted from engaging in any solicitation of proxies or written consents relating to the Company, instituting any litigation against the Company or its directors or officers, nominating directors for election to the
Companys Board, and initiating any stockholder proposal.
Pursuant to the Settlement Agreement, the Company will reimburse Neuberger
Berman for its reasonable, documented
out-of-pocket
fees and expenses (including outside expenses for legal, consulting, proxy solicitation and custom research expenses)
paid or payable to third parties as of the date of the Settlement Agreement in connection with the matters related to the 2019 annual meeting and the negotiation and execution of the Settlement Agreement, provided that such reimbursement will not
exceed $925,000 in the aggregate.
Also on June 6, 2019, the Company issued a press release in which the Company and Neuberger Berman
announced the withdrawal of Neuberger Bermans nomination of directors at the Companys 2019 annual meeting. Among other things, the press release stated that Neuberger Berman would not be submitting gold proxy cards for tabulation at the
2019 annual meeting; however, the Company understands that under applicable law Neuberger Berman is required to vote shares subject to valid proxies in respect of gold proxy cards as specified in such proxies, unless such proxies are revoked.
Accordingly, stockholders that previously voted on a gold proxy card are encouraged to deliver a later dated WHITE proxy card and vote FOR all of the Companys nominees for directors and in favor of the other proposals on the WHITE
proxy card.
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 (the SEC) in connection with the solicitation of proxies for its 2019 annual meeting (the Definitive Proxy Statement). Details concerning the nominees of Verints Board 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 VERINTS DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be 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.