Names Michael Hildebrandt as New Independent
Director
Will Appoint an Additional Mutually Agreed
Independent Director
Comtech Telecommunications Corp. (NASDAQ: CMTL) (the “Company”),
a global technology leader, today announced that its Board of
Directors entered into a cooperation agreement with Michael
Porcelain, Fred Kornberg, and Oleg Timoshenko (the “Investor
Group”). Pursuant to the agreement:
- Comtech has appointed Michael Hildebrandt, Senior Investment
Professional at Freshford Capital Management, to the Board,
effective immediately;
- The Board will appoint an additional new independent director
mutually acceptable to both Comtech and the Investor Group (the
“Additional Director”);
- Two of Comtech's current directors will not stand for
reelection at the Company’s Fiscal 2024 Annual Meeting of
Stockholders;
- The Investor Group will support Comtech’s slate of directors
for election at the 2024 Annual Meeting and will withdraw its
nomination of eight directors for election at the meeting;
- The Investor Group has agreed to customary standstill
restrictions and voting commitments until the nomination deadline
for Comtech’s Fiscal 2025 Annual Meeting, or until the nomination
deadline for Comtech’s Fiscal 2026 Annual Meeting if the Company
nominates Michael Hildebrandt and the Additional Director for
reelection at the Fiscal 2025 Annual Meeting.
The Company and the Investor Group made the following statement:
“We are pleased to have reached this agreement which adds Michael
Hildebrandt to the Board. Together with the future additional
independent director and the recent appointment of Ken Traub, the
Comtech Board is being significantly refreshed."
With these changes, upon the appointment of the Additional
Director, four new directors will have been appointed to the Board
since October 28, 2024.
The full agreement between Comtech and the Investor Group will
be filed on a Form 8-K with the SEC.
About Michael Hildebrandt
Michael Hildebrandt, age 52, currently serves as a Senior
Investment Professional at Freshford Capital, an advisory firm
providing investment advice and management services to clients,
since February 2011. At Freshford Capital, Mr. Hildebrandt invests
in industry verticals, including government and construction
services, energy, space and satellite, telecom, media and special
situations. Prior to joining Freshford Capital, Mr. Hildebrandt
held senior investment roles at Silver Capital Management LLC, a
multi-strategy investment fund, and GAMCO Investors, Inc., a global
investment management company, where he focused on special
situations and private equity initiatives. Earlier in his career,
he served as a Private Equity Associate at Aurora Capital and as an
Investment Banking Analyst at Salomon Brothers, specializing in
mergers and acquisitions within the industrial sector.
About Comtech
Comtech Telecommunications Corp. is a leading global technology
company providing satellite and space communications technologies,
terrestrial and wireless network solutions, NG911 emergency
services and cloud native capabilities to commercial and government
customers around the world. Our unique culture of innovation and
employee empowerment unleashes a relentless passion for customer
success. With multiple facilities located in technology corridors
throughout the United States and around the world, Comtech
leverages its global presence, technology leadership and decades of
experience to create the world’s most innovative communications
solutions. For more information, please visit www.comtech.com.
Forward-Looking Statements
Certain information in this press release contains
forward-looking statements. Forward-looking statements include,
among others, statements regarding our expectations for our
operational initiatives, future performance and financial
condition, the plans and objectives of our management and our
assumptions regarding such future performance, financial condition,
and plans and objectives that involve certain significant known and
unknown risks and uncertainties and other factors not under our
control which may cause our actual results, future performance and
financial condition to be materially different from the results,
performance or other expectations implied by these forward-looking
statements. Factors that could cause actual results to differ
materially from current expectations are described in our filings
with the Securities and Exchange Commission ("SEC"). We urge you to
consider all of the risks, uncertainties and factors identified
above or discussed in such reports carefully in evaluating the
forward-looking statements. The risks described above are not the
only risks that we face. We do not intend to update or revise
publicly any forward-looking statements, whether because of new
information, future events, or otherwise, except as required by
law.
Important Additional Information and Where to Find It
The Company intends to file a proxy statement on Schedule 14A,
an accompanying proxy card, and other documents with the SEC in
connection with its solicitation of proxies from the Company’s
stockholders for the Company’s Fiscal 2024 Annual Meeting of
Stockholders. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING PROXY CARD,
AND ALL OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders may obtain a copy of the
definitive proxy statement, an accompanying proxy card, any
amendments or supplements to the definitive proxy statement and
other documents filed by the Company with the SEC at no charge at
the SEC’s website at www.sec.gov. Copies will also be available at
no charge by clicking the “Governance” link in the “Investors”
section of the Company’s website, https://comtech.com/investors/,
or by contacting investors@comtech.com as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Participants in the Solicitation
The Company, its directors, certain of its officers, and other
employees may be deemed to be “participants” (as defined in Section
14(a) of the Securities Exchange Act of 1934, as amended) in the
solicitation of proxies from the Company’s stockholders in
connection with matters to be considered at the Company’s Fiscal
2024 Annual Meeting of Stockholders.
Information about the names of the Company’s directors and
officers, their respective interests in the Company by security
holdings or otherwise, and their respective compensation is set
forth in the sections entitled “Stockholders, Directors and
Executive Officers,” “Director Compensation,” and “Executive
Compensation” of the Company’s Proxy Statement on Schedule 14A in
connection with the Fiscal 2023 Annual Meeting of Stockholders,
filed with the SEC on November 16, 2023 (available here). To the
extent the security holdings of directors and executive officers
have changed since the amounts described in these filings, such
changes are set forth on Initial Statements of Beneficial Ownership
on Form 3 or Statements of Change in Ownership on Form 4 filed with
the SEC, which can be found at no charge at the SEC’s website at
www.sec.gov. Updated information regarding the identity of
potential participants and their direct or indirect interests, by
security holdings or otherwise, in the Company will be set forth in
the Company’s Proxy Statement on Schedule 14A for the Fiscal 2024
Annual Meeting of Stockholders and other relevant documents to be
filed with the SEC, if and when they become available. These
documents will be available free of charge as described above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241117211660/en/
Investor Relations Contact
Maria Ceriello 631-962-7102 investors@comtech.com
Media Contacts
Jamie Clegg 480-532-2523 jamie.clegg@comtech.com
Jed Repko / Aura Reinhard Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Comtech Telecommunications (NASDAQ:CMTL)
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