Press release
Leading Proxy Advisory Firm Glass Lewis Concludes that Replacing a Cognyte Director with Value Base’s Nominee Is “Not Warranted at this Time”
Recommends Cognyte Shareholders Vote “AGAINST” Value Base Nominee Tal Yaacobi and “FOR” the Proposal to Approve the Amendments to Cognyte’s CEO Compensation
About this update from Cognyte Software Ltd.
[{"type":"text","content":"\nRecommends Cognyte Shareholders Vote “AGAINST” Value Base Nominee Tal Yaacobi and “FOR” the Proposal to Approve the Amendments to Cognyte’s CEO 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 a second independent proxy advisory firm, Glass, Lewis & Co., LLC (“Glass Lewis”), has recommended “AGAINST” the director candidate proposed by one of the Company’s shareholders, Value Base Fund (“Value Base”).\n\n\nIn its report, Glass Lewis commented on Cognyte’s recent progress, noting that “[t]he Company’s financial performance has improved and exhibited positive momentum in recent periods as a result of initiatives spearheaded by the incumbent leadership.” Specifically, Glass Lewis found that:\n\n\n\n“[T]he Company’s forward EBITDA multiples have improved in recent periods and are now largely in line with that of its peers, which perhaps reflects the market’s acknowledgement of the Company’s improving operational efficiency and anticipated profitability.”\n\n\n\n“[T]he Company's leadership appears to have demonstrated a reasonable grasp of relevant industry and market conditions, which could help to maintain investor trust and bolster its perception in the market.”\n\n\n\n“The Company has a recent track record of raising and meeting its financial guidance.”\n\n\n\n“The Company has undergone significant board refreshment since the spin-off from Verint in 2021.”\n\n\n\nGiven our acknowledged progress, we are disappointed that Glass Lewis did not recommend voting for Cognyte’s Chairman, Earl Shanks. However, we are pleased that Glass Lewis concluded that electing Value Base’s nominee, Tal Yaacobi, in place of either Mr. Shanks, or Cognyte’s CEO, Elad Sharon, is “not warranted at this time.” In reaching that conclusion, Glass Lewis expressed concerns with Mr. Yaacobi and his lack of substantive ideas for improving Cognyte’s business. In particular, Glass Lewis cautioned that:\n\n\n\n“Mr. Yaacobi does not appear to us to have extensive professional expertise in the areas such as cyber security, investigative analytics and software sales, which are key to the Company’s business operations.”\n\n\n\n“Mr. Yaacobi has limited public company board experience.”\n\n\n\n“Mr. Yaacobi has not had a...