“AGAINST” Cognyte Chairman Earl Shanks’ Re-election
“AGAINST” the CEO Compensation Plan
“FOR” the election of Tal Yaacobi to Cognyte’s board
Value Base Ltd. and its affiliates (collectively, “VB Group” or
“we”), owner of approximately 9.33% of the ordinary shares of
Cognyte Software Ltd. (Nasdaq: CGNT, the “Company”) and the
Company’s largest shareholder, announced that its proposals at the
Company’s September 4, 2024 annual shareholders meeting have
received the support of leading global investment manager,
Neuberger Berman, which announced its voting intentions through
www.nb.com/en/global/esg/nb-votes. Neuberger Berman owns
approximately 7.16% of the Company’s ordinary shares and is the
fourth largest shareholder, according to the Company’s proxy
statement.
Tal Yaacobi, Managing Partner of Value Base, was quoted as
saying “now, you have two of the largest shareholders of the
Company who want Mr. Shanks to step down, disapprove the CEO
compensation plan and demand further change at the Company. We are
pleased by the decision of Neuberger Berman to vote against
Chairman Earl Shanks and against the CEO Compensation Plan. Change
is needed due to the 75% decline in the share price that has
occurred during Chairman Shanks’ tenure on the Board. I am further
honored by Neuberger Berman voting for myself to join Cognyte’s
board to drive the necessary change required. We encourage other
shareholders to join our cause.”
Neuberg Berman highlighted:
- “We continue to have concerns with the
company’s practice of not reporting key performance indicators
(KPIs) which are standard in the software industry, such as
bookings, backlog, billings, and deferred revenues. We believe the
lack of appropriate KPIs has contributed to the company’s poor
performance, with shares down more than 70% since its 2021 public
listing.”
- “This year, the company has presented the
same compensation plan that was rejected by shareholders last year.
We intend to vote against this CEO compensation plan once again due
to concerns regarding the types of metrics used to measure
performance and the absence of a true long-term incentive program.
Unusually, the proposed CEO incentive plan guarantees the CEO’s
equity pay in dollar terms and a portion of the CEO’s proposed
equity award is subject to a single trigger acceleration, including
upon termination without cause, and is majority time-based.”
- “While the company has appointed three new
directors in the last three years, none of the new directors
possess relevant industry experience to fill the skills gap on the
board. As the Board refresh continues, we believe that significant
software and national security agency operating experience should
be a paramount consideration.”
Value Base urge shareholders to vote:
- FOR the election of Tal
Yaacobi to the Company’s board.
- FOR the approval of indemnification,
liability insurance and compensation to Tal Yaacobi as provided to
all other directors.
- AGAINST reelection of Earl
Shanks.
- AGAINST the approval of the CEO
compensation plan.
Change is urgently needed, so vote today!
About Value Base: Value Base, managed by Victor Shamrich
and Ido Neuberger, is a leading investment banking group in Israel.
It offers a wide range of financial services and strategic
financial consulting under one roof. The group has special
expertise in capital markets with extensive experience in
initiating and managing complex transactions across various
industries. Value Base initiates and manages complex investment
transactions for its clients, oversees public and private
offerings, supports mergers and acquisitions transactions, and
represents leading international investment entities in Israel.
Additionally, the group owns an economic research company that
provides economic analyses to all institutional investors in
Israel.
Value Base Fund is a private investment fund established by the
Value Base group. The fund has already raised approximately $200
million and is expected to make equity investments in companies
amounting to over $250 million. The fund primarily targets
significant positions in publicly traded and private Israeli
companies with proven business models, working alongside their
management to enhance their value and achieve capital
appreciation.
Among the fund’s investors are leading Israeli institutional
investors, including Clal Insurance and Discount Capital, as well
as Value Base shareholders who have committed over $25 million of
their own capital into the fund.
Tal Yaacobi, the Managing Partner of Value Base Fund, has over
twenty years of experience in investment management and strategic
consulting. Tal previously served as a partner at Shamrock Israel
Growth Fund, an affiliate of the private investment company of the
Roy E. Disney family, where he led investments and value creation
in a range of Israeli companies, guiding them to successful exits
for the fund. Prior to that, he worked as a strategic consultant at
McKinsey in New York. Tal is a certified public accountant and
holds an MBA with distinction from Cornell University.
If shareholders have any questions, please contact our Proxy
Solicitor Alliance Advisors at:
Alliance Advisors 200 Broadacres Drive, 3rd Floor Bloomfield, NJ
07003
Email: CGNT@allianceadvisors.com
Special note regarding this
communication:
This communication is for informational purposes only and is not
a recommendation, an offer to purchase or a solicitation of an
offer to sell shares. This communication contains our current views
on the value of the Company’s shares and certain actions that the
Board may take to enhance the value of its shares. Our views are
based on our own analysis of publicly available information and
assumptions we believe to be reasonable. There can be no assurance
that the information we considered and analyzed is accurate or
complete. Similarly, there can be no assurance that our assumptions
are correct. The Company’s performance and results may differ
materially from our assumptions and analysis. Our views and our
holdings could change at any time. We may sell any or all of our
holdings or increase our holdings by purchasing additional shares.
We may take any of these or other actions regarding the
company without updating this communication or providing any notice
whatsoever of any such changes (except as otherwise required by
law).
Forward-looking Statements:
Certain statements contained in this communication are
forward-looking statements including, but not limited to,
statements that are predications of or indicate future events,
trends, plans or objectives. Undue reliance should not be placed on
such statements because, by their nature, they are subject to known
and unknown risks and uncertainties. Forward-looking statements are
not guarantees of future performance or activities and are subject
to many risks and uncertainties. Due to such risks and
uncertainties, actual events or results or actual performance may
differ materially from those reflected or contemplated in such
forward-looking statements. Forward-looking statements can be
identified by the use of the future tense or other forward-looking
words such as “believe,” “expect,” “anticipate,” “intend,” “plan,”
“estimate,” “should,” “may,” “will,” “objective,” “projection,”
“forecast,” “continue,” “strategy,” “position” or the negative of
those terms or other variations of them or by comparable
terminology. Important factors that could cause actual results to
differ materially from the expectations set forth in this
communication include, among other things, the factors identified
in the Company’s public filings. Such forward-looking statements
should therefore be construed in light of such factors, and we are
under no obligation, and expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240829957180/en/
Alliance Advisors 200 Broadacres Drive, 3rd Floor Bloomfield, NJ
07003 Email: CGNT@allianceadvisors.com
Cognyte Software (NASDAQ:CGNT)
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