Exhibit 99.1
Verint and Neuberger Berman Announce Resolution of Proxy Contest
Neuberger Berman Has Withdrawn Its Nomination of Directors in Connection with Verint’s
Commitments and New Disclosures
MELVILLE, N.Y. and NEW YORK, N.Y. – June 6, 2019 – Verint® Systems Inc. (Nasdaq: VRNT) and Neuberger Berman Investment Advisers LLC and certain of its affiliates (“Neuberger Berman”) today announced that, following constructive discussions about Verint’s enhanced disclosures and commitments to shareholders outlined below, 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.”
Goldman Sachs & Co. LLC is acting as financial advisor and Jones Day is acting as legal advisor to Verint.
Neuberger Berman will not be submitting GOLD Proxy Cards for tabulation for the 2019 Annual Meeting and encourages stockholders to submit a WHITE proxy card in support of the Board’s recommendations on each proposal.
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.