Neuberger Berman files proxy statement seeking to replace three Verint directors
Neuberger Berman Investment Advisers LLC and certain of its affiliates that manage investment funds and client accounts that collectively own approximately 1,743,123 shares, or 2.7%, of the outstanding stock of Verint Systems, announced that it has delivered an open letter to Verint stockholders. The letter read in part, "We are significant, long-term investors in Verint and we are asking you to elect three new, highly-qualified software executives to the Company's eight-person Board at the upcoming annual meeting of shareholders..We firmly believe that Verint has the opportunity to create substantial value for its owners. However, for long-term investors like us, it has been particularly frustrating to watch Verint lag behind its peers, year after year, on many levels, including organic sales growth, operating margin and, most importantly, total shareholder return...For the last two years, Neuberger Berman has attempted to do this with Verint. Unfortunately, we faced a reluctant Board of Directors and an insular management team. While we are pleased that some of our recommendations - such as cloud revenue disclosure - have recently been adopted, these changes only occurred after persistent pressure from us and after we submitted to Verint our nomination notice for the election of three new directors to the Board at the 2019 annual meeting. We're gratified that the stock market has reacted positively to our suggestions and management's promise to provide shareholders with improved disclosures. However, those promises - even assuming that they are fulfilled - are not enough...We believe Verint needs to do three things to maximize value for its shareholders: Commit to transitioning to a modern cloud business model, with identified medium- and long-range financial and performance targets that give shareholders visibility into its growth and revenue quality, and the ability to hold management accountable; Clearly articulate the Company's capital allocation priorities and present a compelling case for its current business configuration, so shareholders know how their capital will be used to create value and why the Board believes the current conglomerate structure is optimal; and Upgrade the Board, by adding professionals with substantial software, analytics, cloud and corporate governance expertise to give shareholders confidence that the Board is properly overseeing the Company's strategy and will hold management accountable for performance....We have, therefore, taken the extraordinary step of nominating three new directors to the Board and are asking our fellow shareholders to support their election at the upcoming annual meeting. Our nominees are: Ms. Beatriz Infante. Ms. Infante is a software industry veteran and a four-time CEO with a track record of successfully leading multiple international technology businesses to extremely high levels of growth, profitability and shareholder return...Dr. Mark Greene. Dr. Greene is a senior financial software and analytics executive with 35+ years of global executive experience leading and growing complex global businesses...Mr. Oded Weiss. Mr. Weiss has 25+ years of experience in building value and creating high-performing leadership teams in fast growing global businesses...We encourage you to support our comprehensive approach for value creation at Verint by voting on the GOLD proxy card for our candidates."