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Verint: Open to input from all shareholders, including Neuberger Berman

Verint: Neuberger Berman to withdraw nominations of three directors to board

Verint Systems and Neuberger Berman Investment Advisers LLC and certain of its affiliates announced that, following constructive discussions about Verint's enhanced disclosures and commitments to shareholders, 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."

Verint Systems announced that it has sent a letter to stockholders in connection with its upcoming Annual Meeting of Stockholders. The letter read, in part, "Over two years ago, Verint's Board began a strategic transformation that is delivering significant value to our stockholders. This successful strategy, which includes accelerated innovation, evolving financial disclosures and Board refreshment - is under serious threat - and so is the value of your investment...Neuberger Berman, a 2.6% stockholder who has already had input into the selection of one of our eight directors, is attempting to gain additional Board influence so that it can force significant and abrupt changes on Verint that we believe would destroy value. Our Board has embraced change and is committed to further change to continue to drive stockholder value, but believes that Neuberger Berman's ideas, if adopted, would harm our customer relationships, disrupt our business momentum, and remove Board members who are vital to the success of our company...We are determined to protect our stockholders from Neuberger Berman's ill-informed and dangerous ideas. We believe their proposed actions - some of which they have not fully disclosed in public - would damage the value of your investment. We have engaged extensively and have tried to reason with Neuberger Berman, but - despite their public claims - they are privately insisting on increasing their influence on our Board, we believe, to further their value-destructive agenda...We believe Neuberger Berman is trying to mislead you by asking for changes that they know have already been underway for two years, at the Board's initiation...We are committed to ongoing Board refreshment, and we have added three new directors over the last three years, including one director at Neuberger Berman's suggestion in 2017. This fiscal year we intend to continue the refreshment process and add a director with recent and relevant experience in cloud, cyber security, and/or software who will also enhance the diversity of the Board...We strongly urge stockholders to support Verint by voting "FOR" Verint's entire slate of eight highly qualified directors on the WHITE proxy card."