Business
KVH Industries Announces Support Agreement with Black Diamond Capital Management
Agrees to Nominate Black Diamond Managing Principal Stephen Deckoff to Board of Directors at the 2023 Annual Meeting Company Grants Black Diamond a Waiver to
About this update from Kvh Industries, Inc.
[{"type":"text","content":"Agrees to Nominate Black Diamond Managing Principal Stephen Deckoff to Board of Directors at the 2023 Annual Meeting Company Grants Black Diamond a Waiver to Purchase Up to 25% of Common Stock MIDDLETOWN, R.I., Feb. 03, 2023 (GLOBE NEWSWIRE) -- KVH Industries, Inc., (Nasdaq: KVHI) (“KVH” or the “Company”), today announced that it has entered into a support agreement (the “Agreement”) with Black Diamond Capital Management, L.L.C. and certain of its affiliates (collectively, “Black Diamond”). Pursuant to the Agreement, the Company has committed to nominate and support Black Diamond Managing Principal Stephen H. Deckoff as an independent Class III director at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), subject to certain conditions. Mr. Deckoff will begin serving as a non-voting observer of the Company’s Board of Directors (the “Board”). Additionally, the Company has granted Black Diamond a waiver under the Company’s stockholder rights plan allowing Black Diamond to acquire up to 25% of the Company’s outstanding common stock. “We welcome Stephen to the Board and are pleased to have reached this agreement with one of our largest shareholders,” said Brent C. Bruun, KVH’s President & Chief Executive Officer. “We remain fully focused on executing against our plan and prudently operating our business as we continue to work with our advisors to review all strategic alternatives.” “As a large shareholder, I look forward to joining the Board and contributing to the future success of this strong business,” said Mr. Deckoff. “I believe in the opportunity to create value at KVH and look forward to working with my fellow directors on behalf of all shareholders.” The Company will accept the resignation of one of its incumbent directors, which resignation will become effective at the 2023 Annual Meeting. Following the election of Mr. Deckoff at the 2023 Annual Meeting, the KVH Board will continue to have seven directors. The Agreement, which includes a voting commitment and customary standstill and related provisions, will be filed by KVH on a Form 8-K with the Securities and Exchange Commission (“SEC”). The descriptions of the Agreement contained in this press release do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement. Goodwin Procter LLP served as ...