Verint Files Definitive Proxy Materials, Sends Letter to Stockholders

Verint®
Systems Inc. (Nasdaq:VRNT) today announced that it has filed
definitive proxy materials with the Securities and Exchange Commission
(“SEC”) in connection with its upcoming Annual Meeting of Stockholders
to be held on June 20, 2019, at 8:30 a.m. ET. Stockholders of record as
of May 7, 2019 will be entitled to vote at the meeting.

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Verint today sent a letter to stockholders urging them to vote the WHITE
proxy card “FOR” all of the Company’s highly qualified and experienced
directors, who are overseeing strong performance at Verint. The letter
details how Verint’s successful Board-led strategy is driving strong
performance, the extensive engagement the Verint Board has had with
Neuberger Berman, a 2.6% stockholder in the Company, and explains why
Neuberger Berman’s decision to launch a proxy fight is unwarranted.

The stockholder letter, along with other materials related to the
Company’s 2019 Annual Meeting, will be available at www.VoteVerint.com
and at www.sec.gov.
The website will be updated as additional information becomes available.

The full text of Verint’s letter to stockholders follows.

May 8, 2019

Dear Fellow Stockholders,

You have a very important decision to make at our upcoming Annual
Meeting of Stockholders on June 20, 2019, regarding the future of Verint
Systems. You will be asked whether you support the Verint Board – which
has established and is overseeing a strategy that is delivering
significant value – or whether you want to give outsized influence to
Neuberger Berman, a 2.6% stockholder in Verint, who has nominated three
directors to Verint’s Board.

VOTE THE WHITE PROXY CARD “FOR” VERINT’S SLATE OF HIGHLY QUALIFIED
DIRECTORS

Vote the WHITE proxy card FOR your Company’s highly
qualified directors by telephone, over the Internet or by signing,
dating and returning the enclosed WHITE proxy card in the
postage-paid envelope provided.

VERINT’S BOARD-LED STRATEGY IS DELIVERING STRONG OPERATIONAL
PERFORMANCE, FINANCIAL RESULTS AND STOCK PRICE APPRECIATION

Two years ago, our Board of Directors conducted an extensive review of
our Company’s strategy and long-term plan and, after thorough
consideration, adopted a new growth strategy focused on innovation
acceleration. This new growth strategy was designed to increase the pace
of our innovation in automation and cloud across our business and has
delivered enhanced revenue growth, margin expansion and double-digit EPS
growth. In the 12 months prior to the filing of Verint’s preliminary
proxy statement, which disclosed Neuberger Berman’s nominees, the value
of your Verint stock increased 56.0%.¹

We believe our strong financial results and our strong Total Stockholder
Return (“TSR”) performance since the adoption of this strategy
demonstrates the strength of our current Board. As the table below
indicates, our stock has performed extremely well both on an absolute
and a relative basis compared to the NASDAQ, Russell 2000 and S&P 500
indices over the most recent one-, two- and three-year periods. In the
most recent one-year period alone, the value of your Verint stock has
increased 49.5% compared to 10.8% for the NASDAQ, 1.6% for the Russell
2000 and 10.1% for the S&P 500.²

Driving our strong stock price appreciation has been the successful
execution of our growth strategy and growing business momentum. Below is
a summary of our financial results in the most recently completed year,
which were strong across practically every key financial metric,
including accelerated revenue growth (8.2% compared to 7.2% in the prior
year on a non-GAAP basis), continued margin expansion (180 bps of
expansion on a non-GAAP basis), double digits EPS growth (14%
year-over-year on a non-GAAP basis), and strong cash from operations
(22% year-over-year on a GAAP basis).

VERINT IS WELL-POSITIONED FOR CONTINUED MOMENTUM WITH ACCELERATING
REVENUE GROWTH AND CONTINUED DOUBLE-DIGIT EARNINGS GROWTH

As a result of the successful execution of our strategy, Verint recently
raised guidance for the second time for fiscal year 2020, increasing our
non-GAAP revenue outlook to $1.37B, representing 10% year-over-year
growth (which would result in another year of revenue acceleration
compared to 7.2% growth in fiscal year 2018 and 8.2% growth in fiscal
year 2019). We also increased our non-GAAP EPS guidance to $3.60,
representing 12% year-over-year growth (another year of margin expansion
and double digit EPS growth).

The Accelerating Revenue Growth chart illustrates our strong business
momentum and revenue acceleration from fiscal year 2017 to fiscal year
2020 (the current year ending January 31, 2020). Contributing to our
strong momentum is our automation and cloud leadership and looking
forward we expect non-GAAP cloud revenue to grow approximately 40% this
year, to nearly $250M, and to grow at a CAGR of 30-40% over the next
three years.

VERINT REGULARLY SOLICITS AND WELCOMES STOCKHOLDER INPUT AND HAS HAD
EXTENSIVE DISCUSSIONS WITH NEUBERGER BERMAN

We maintain a very active stockholder engagement program, soliciting
input from our stockholders on a regular basis on a broad range of
topics, including investor communications and governance. We held more
than 250 investor meetings over the last 12 months. We also spoke or
corresponded with investors representing approximately 70% of our shares
over the last 12 months.

With respect to Neuberger Berman, over the past three years, members of
the Board and management team have spoken with Neuberger Berman and its
managing director, Benjamin Nahum, more than 20 times and have carefully
listened to their ideas. In fact, we have dedicated hundreds of hours to
engaging with Neuberger Berman and analyzing their suggestions, far more
time than with any other stockholder.

We approached our conversations with Neuberger Berman with an open mind,
as we do with all of our stockholders. Unfortunately, our experience
with Mr. Nahum is that he is single-mindedly focused on one goal – to
put his directors on our Board, even if his candidates are not qualified
or additive.

In spite of our excellent performance and record of Board refreshment,
Neuberger Berman has made numerous unfounded and ill-informed comments
and criticisms about us and our Board as pressure tactics to justify its
pursuit of outsized influence on our Board. While we are happy to have a
constructive dialogue with Neuberger Berman, we intend to continue to
resist such pressure tactics and protect the interests of our other
stockholders. We believe Mr. Nahum’s self-serving goal is to publicly
position his fund as an “activist fund.”

In short, we believe Neuberger Berman has chosen the wrong company at
the wrong time, and has launched a distracting and costly proxy battle
that may help Mr. Nahum market his fund, but is not in the best
interests of Verint’s stockholders.

VERINT STRONGLY BELIEVES NEUBERGER BERMAN’S INDISCRIMINATE APPROACH
TO BOARD NOMINATIONS IS NOT IN STOCKHOLDERS’ BEST INTERESTS

We take the Board nomination process very seriously. Stockholders need
to know that our highly qualified Board is dedicated to good management
oversight and protecting the interests of all stockholders. Through our
ongoing practice of Board refreshment, we have added three new directors
over the last three years, including one director at Neuberger Berman’s
suggestion in 2017, and we will continue this refreshment process going
forward as the Company and its needs continue to evolve.

In contrast, Neuberger Berman’s seemingly indiscriminate approach to
director nominations has resulted in their putting forward seven
different candidates for our Board over the last few months. Our Board,
led by our Lead Independent Director, spent considerable time reviewing
these seven candidates, including the three nominees formally nominated
by Neuberger Berman. In our view, it is clear that these individuals
were nominated only because they were willing to participate in
Neuberger Berman’s proxy contest and not because they are qualified or
additive to our Board.

VERINT’S HIGHLY QUALIFIED, INDEPENDENT AND REFRESHED BOARD IS
COMMITTED AND BEST QUALIFIED TO EXECUTE THE STRATEGY TO DRIVE VALUE
CREATION FOR ALL VERINT STOCKHOLDERS

Under our current Board’s stewardship, Verint has just completed two
years of compelling growth resulting in significant share price
appreciation. And, Verint has provided strong guidance for the current
fiscal year, as well as long-term visibility on several important
metrics, all of which exemplify the Board’s focus on creating
sustainable long-term stockholder value.

We look forward to speaking with our stockholders in the coming weeks to
discuss the merits of our strategy and Board composition, and why we do
not believe it would be in stockholders’ best interests to add any of
the nominees put forward by Neuberger Berman.

We strongly urge stockholders to
support Verint by voting FOR
Verint’s entire slate of 8 highly qualified and experienced directors on
the WHITE proxy card.

Sincerely,

The Board of Directors of Verint Systems Inc.

VOTE THE ENCLOSED WHITE PROXY CARD TODAY AND DISCARD THE GOLD PROXY
CARD IN ORDER TO BLOCK NEUBERGER BERMAN’S UNWARRANTED DIRECTOR
NOMINATIONS

If you have any questions, or need assistance in voting your shares,
please call the firm assisting us in the solicitation of proxies:

INNISFREE M&A INCORPORATED
TOLL-FREE at 1 (877)
750-9496

Remember: Please simply discard any Gold proxy card you may receive from
Neuberger Berman. Any vote on Neuberger Berman’s Gold proxy card (even a
vote in protest of their nominees) will revoke any earlier proxy card
that you have submitted to Verint.

SUPPLEMENTAL INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES

This document contains non-GAAP financial measures and non-GAAP forward
looking statements. The tables below reconcile the non-GAAP financial
measures to the most directly comparable financial measures prepared in
accordance with Generally Accepted Accounting Principles (“GAAP”).

The presentation of these non-GAAP financial measures is not intended to
be considered in isolation from, as a substitute for, or superior to,
the financial information prepared and presented in accordance with
GAAP, and may be different from non-GAAP financial measures used by
other companies. In addition, non-GAAP financial measures have
limitations in that they do not reflect all of the amounts associated
with our results of operations as determined in accordance with GAAP.

Financial Outlook for FY2020 (Year Ending
January 31, 2020)

Our non-GAAP outlook for revenue and EPS for the year ending January 31,
2020 is as follows:

• Revenue: Increasing by $25 million to $1.37 billion with a range of
  +/- 2%
  • Reflects 10% year-over-year growth
• EPS: Increasing by 10 cents to $3.60 at the midpoint of our revenue
  guidance
  • Reflects 12% year-over-year growth

Our non-GAAP outlook for the year ending January 31, 2020 excludes the
following GAAP measures which we are able to quantify with reasonable
certainty:

• Amortization of intangible assets of approximately $56 million for the
  year ending January 31, 2020.
• Amortization of discount on convertible notes of approximately $12
  million for the year ending January 31, 2020.

Our non-GAAP outlook for the year ending January 31, 2020 excludes the
following GAAP measures for which we are able to provide a range of
probable significance:

• Revenue adjustments are expected to be between approximately $21
  million and $25 million for the year ending January 31, 2020.
• Stock-based compensation is expected to be between approximately $66
  million and $70 million for the year ending January 31, 2020, assuming
  market prices for our common stock approximately consistent with
  current levels.

Our non-GAAP outlook does not include the potential impact of any
in-process business acquisitions that may close after the date hereof,
and, unless otherwise specified, reflects foreign currency exchange
rates approximately consistent with current rates.

We are unable, without unreasonable efforts, to provide a reconciliation
for other GAAP measures which are excluded from our non-GAAP outlook,
including the impact of future business acquisitions or acquisition
expenses, future restructuring expenses, and non-GAAP income tax
adjustments due to the level of unpredictability and uncertainty
associated with these items. For these same reasons, we are unable to
assess the probable significance of these excluded items. While
historical results may not be indicative of future results, actual
amounts for the year ended January 31, 2019 and 2018 for the GAAP
measures excluded from our non-GAAP outlook appear in Table 3 to our
earnings press release filed on March 27, 2019.

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.

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 will mail 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 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.

Certain Information Regarding Participants

Verint, its directors and certain of its officers and other employees
will be deemed to be participants in the solicitation of Verint’s
stockholders in connection with Verint’s 2019 Annual Meeting.
Information regarding the names, affiliations and direct and indirect
interests (by security holdings or otherwise) of these persons is set
forth in the Definitive Proxy Statement filed with the SEC in connection
with Verint’s 2019 Annual Meeting. Additional information regarding the
interests of participants of Verint in the solicitation of proxies in
respect of Verint’s 2019 Annual Meeting will be filed with the SEC when
they become available. Stockholders will be able to obtain a free copy
of the Definitive Proxy Statement and other documents filed by Verint
with the SEC from the sources listed above.

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.

¹ As of 4/8/19, the day before the filing of Verint’s
preliminary proxy on 4/9/19, which disclosed Neuberger Berman’s nominees.

² As of 5/7/19, the day prior to the filing of Verint’s
definitive proxy statement.

³ The day prior to the filing of Verint’s definitive proxy
statement.

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