Press release
Leading Independent Proxy Advisory Firm ISS Recommends Cognyte Shareholders Vote “FOR” Earl Shanks and Elad Sharon, “AGAINST” Value Base Fund’s Nominee Tal Yaacobi, and “FOR” the Proposal to Approve the Amendments to Cognyte’s CEO Compensation Plan
ISS Concludes that Value Base Has Not Provided Any Rationale for Board Change Cognyte Encourages All Shareholders to Vote “FOR” the Company’s Nominees and
About this update from Cognyte Software Ltd.
[{"type":"text","content":"\nISS Concludes that Value Base Has Not Provided Any Rationale for Board Change\n\n\nCognyte Encourages All Shareholders to Vote “FOR” the Company’s Nominees and the Proposal to Approve the CEO’s Compensation Plan\n\n\n HERZLIYA, Israel--(BUSINESS WIRE)--\nCognyte Software Ltd. (NASDAQ: CGNT) (the “Company” or “Cognyte”), a global leader in investigative analytics software, today announced that leading proxy advisory firm Institutional Shareholder Services (“ISS”) has recommended that Cognyte shareholders vote “FOR” the election of Chairman Earl Shanks and Chief Executive Officer Elad Sharon and “FOR” the CEO compensation proposal ahead of the Company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”), to be held on September 4, 2024.\n\n\nISS concluded that Value Base Fund (“Value Base”), which has nominated a candidate to the Cognyte Board, “has failed to provide a compelling rationale in support of the proposed candidate or to establish that board change is warranted.”\n\n\nIn its report, ISS also commented on the strength of Cognyte’s nominees, stating:\n\n\n\n“As an incumbent director, Earl Shanks brings to the board experience and knowledge regarding the company’s business and is expected to contribute to his role as a chairman and as member of the nomination and governance committees. In addition, Earl has significant public company experience as director and as officer.”\n\n\n\n\n“As an incumbent director and CEO, Elad brings to the board experience and knowledge regarding the company’s business and significant experience in the intelligence and security industry. Particularly, Elad [has] serve[d] as the CEO of the company since 2021 and prior to that he served in range of management positions, in Verint Systems Inc.”\n\n\n\nIn recommending that shareholders vote “AGAINST” the election of the Value Base nominee, Tal Yaacobi, ISS wrote that, “[Value Base] has not disclosed any rationale in support of the director nomination, nor has it provided any indication of how the proposed nominee would add value to board deliberations.”\n\n\nISS also recommended “FOR” Cognyte’s proposal to approve the amended employment terms of CEO Elad Sharon, acknowledging appropriate alignment in short- and long-term incentives:\n\n\n\n“The annual cash bonus plan clearly discloses the weights of the performance metrics, as well as the...