Kvh Industries, Inc. · NASDAQ:KVHI
Kvh Industries — Proxy Contest (June 2021)
21 slides from Kvh Industries's proxy contest presentation, Jun 1, 2021
Slide 1: Reinforcing the Need for Stockholder-Driven Change Atop KVH Industries, Inc.
REINFORCING THE NEED FOR STOCKHOLDER-DRIVEN CHANGE ATOP KVH INDUSTRIES, INC. REBUTTAL PRESENTATION PREPARED BY VIEX CAPITAL ADVISORS, LLC JUNE 2021
Slide 2: Disclaimer
DISCLAIMER The materials contained herein (the “Materials”) represent the opinions of VIEX Capital Advisors, LLC and the other participants in its proxy solicitation (collectively, “VIEX”, the “Investor Group” or the “VIEX-led investor group”) and are based on publicly available information with res
Slide 3: KVHI's Misleading Investor Presentation Reinforces That Independent Stockholders Are Needed
KVHI’S MISLEADING INVESTOR PRESENTATION REINFORCES THAT INDEPENDENT STOCKHOLDERS ARE NEEDED IN THE BOARDROOM • VIEX is troubled by the Board’s decision to spend more than 5% of KVHI’s cash position on defense advisors who prepared an 82-slide presentation filled with distortions and highly- personal
Slide 4: VIEX's Responses
VIEX’S RESPONSES
Slide 5: Issue #1: New nominees and overlap with Company advisors
ISSUE #1 While KVHI claims its new nominees were “identified by a leading independent director search firm,” both candidates seem to have recent overlap with the Company’s advisors X KVHI’s proxy solicitor was also the proxy solicitor for South Jersey Industries, Inc. (NYSE: SJI) when nominee Cielo
Slide 6: Issue #2: KVHI's claim of outperformance is misleading
ISSUE #2 We contend KVHI’s claim that it has “outperformed” over the past year is extremely misleading X We believe the Company fails to acknowledge that VIEX and other investors essentially bid up what is known to be a highly-illiquid stock during late 2020 and early 2021 X The Company fails to ack
Slide 7: Issue #3: KVHI's claim of an actively refreshed board is not credible
ISSUE #3 We believe that KVHI’s claim that it has “actively refreshed” over the past year-and-a-half is not credible Here are the facts: X The Company only added Robert Tavares to the Board after Vintage Capital Management nominated director candidates in 2020 X The Company replaced Mark Ain (a 24-y
Slide 8: Issue #4: Cherry-picked peer set shows outperformance
ISSUE #4 Rather than provide an honest assessment of its performance over one, three and five years, KVHI has drawn on a cherry-picked peer set to show outperformance X This appears to be the first time that the Company is disclosing a breakdown of peers X This appears to be a hand-picked peer set o
Slide 9: Issue #5: Convenient data points and spin to depict progress
ISSUE #5 In our view, KVHI is using convenient data points and spin to depict “progress” X The Company has lost money in four out of the past five years X The Company lost nearly $4 million during Q1 X The Company’s Q1 revenue growth is likely the result of deferred demand from pandemic-ravaged mont
Slide 10: Issue #6: AgilePlans revenue growth without guidance on profitability
ISSUE #6 KVHI is touting revenue growth from AgilePlans without providing stockholders any near- term guidance on achieving profitability X While KVHI has grown revenues from AgilePlans over the past three years, it has consistently lost money from continuing operations X KVHI has not provided stock
Slide 11: Issue #7: Prior business relationship with Raymond James not mentioned
ISSUE #7 KVHI failed to mention its prior business relationship with Raymond James when highlighting sell-side coverage (which came out right before advisory firm meetings) X The Company’s business relationship with Raymond James dates back to at least the early 2000s, when the bank was a co-manager
Slide 12: Issue #8: Board alignment with stockholders seems disingenuous
ISSUE #8 KVHI’s depiction of its Board’s alignment with stockholders seems highly disingenuous X Robert Tavares is completely independent of Vintage Capital Management, meaning it was outrageous to count the firm’s 9.1% shareholdings X Notably, the Company's revised investor presentation omits this
Slide 13: Issue #9: Dismal corporate governance
ISSUE #9 We believe KVHI is a portrait of dismal corporate governance X Classified board structure X Combined Chairman and CEO role X No ability to act by written consent X Supermajority vote required to amend bylaws X Multiple insiders on the Board X Nepotism at the Company X Board only recorded fo
Slide 14: Issue #10: KVHI stretched the truth about Eric Singer being censured
ISSUE #10 In the process of trying to smear Eric Singer, KVHI blatantly stretched the truth by saying he was censured – this is completely false X The Company is trying to distract from its serious issues by misrepresenting the PLX case: 9 Since the 2018 PLX case, neither A10 Networks nor Immersion
Slide 15: Issue #11: John Mutch would be a strong addition to the Board
ISSUE #11 Rather than acknowledge that John Mutch would be a strong addition to the Board, KVHI held a sham interview with him and continues to launch attacks – but they do not hold up X Given the Company’s string of poorly executed refreshments, Mr. Mutch would be far and away the most qualified di
Slide 16: Issue #12: KVHI takes credit for stock appreciation then accuses VIEX
ISSUE #12 KVHI wants to take credit for the stock price appreciation fueled by our buying when it is convenient, but demonizes and recklessly accuses us of violations later X VIEX has a long history of complying with and respecting securities regulations, including 13D filing requirements X VIEX doe
Slide 17: Issue #13: Spending at least $2 million on defense advisors after PPP loan
ISSUE #13 KVHI disclosed it is spending at least $2 million – or 5% of its cash position – on defense advisors just a year after taking $6.9 million under the Paycheck Protection Program Law Firm Proxy PR Firm Solicitor Defense Private Advisor Investigator KVHI’s lengthy presentation (and revised pr
Slide 18: Recap: The VIEX Nominees Are the Right Remedy at the Right Time
RECAP: THE VIEX NOMINEES ARE THE RIGHT REMEDY AT THE RIGHT TIME
Slide 19: Our Nominees Have Superior Experience and Ownership Perspectives
OUR NOMINEES HAVE SUPERIOR EXPERIENCE AND OWNERSHIP PERSPECTIVES KVHI needs a credible Board refresh that adds experienced individuals with meaningful ownership perspectives – not hastily chosen nominees wedged into a defensive refresh Prior Public Board Prior Public Turn- Technology Industry Softwa
Slide 20: Our Nominees Will Add Value in the Boardroom on Day 1
OUR NOMINEES WILL ADD VALUE IN THE BOARDROOM ON DAY 1 Messrs. Mutch and Singer would work collaboratively with the incumbents to hold management accountable and pursue a pro-stockholder agenda that includes: Implementing Stockholder- Advocating for Extended Establishing a Disciplined Friendly Govern
Slide 21: Vote the WHITE Proxy Card
VOTE THE WHITE PROXY CARD INFO@SARATOGAPROXY.COM