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/