Cognyte Shareholders Reelect Both of the Company’s Director Nominees and Support the Proposal to Approve Amendments to the CEO’s Compensation Plan at Annual Meeting

Rhea-AI Summary

Cognyte Software (NASDAQ: CGNT) announced the results of its Fiscal Year 2025 Annual Meeting of Shareholders. Shareholders reelected both company nominees, Chairman Earl Shanks and CEO Elad Sharon, to the Board of Directors with significant majority support. The proposal to approve amendments to the CEO's compensation plan was also supported.

Cognyte expressed gratitude for shareholder engagement and pledged to enhance Board composition and provide additional disclosures in the coming months. The company will report the results of the FY2025, FY2024, and FY2023 Annual Meetings on a Form 6-K to be filed with the SEC, available on their investor relations website and sec.gov.

Positive

• Reelection of both company nominees to the Board of Directors
• Approval of amendments to CEO compensation plan
• Commitment to enhance Board composition
• Pledge to provide additional disclosures

Negative

• None.

HERZLIYA, Israel--(BUSINESS WIRE)-- Cognyte Software Ltd. (NASDAQ: CGNT) (the “Company” or “Cognyte”), a global leader in investigative analytics software, today announced the vote results of the Company’s Fiscal Year 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders reelected both the Company’s nominees, Chairman Earl Shanks and CEO Elad Sharon, to the Cognyte Board of Directors (the “Board”). Both nominees received support from a significant majority of the shares voted at the Annual Meeting. Shareholders also supported the proposal to approve the amendments to Cognyte’s CEO compensation plan.

Cognyte issued the following statement:

We want to thank our shareholders for their engagement and attention to this Annual Meeting. We appreciate the time shareholders took to understand the issues and cast informed votes, and we learned a lot from their feedback and perspectives. We look forward to continuing our constructive engagement with shareholders as we work diligently on their behalf.

We know that we have more work to do, and we are committed to taking further steps over the coming months to augment the composition of our Board and provide additional disclosures. We are confident that these actions will support our continued progress and momentum and help drive sustainable, profitable growth and value for shareholders.

As a first step towards enhancing disclosures, the Company will report the results of the Fiscal Year 2025 Annual Meeting, as well as the Annual Meetings for the 2024 and 2023 fiscal years, on a Form 6-K that will be filed with the U.S. Securities and Exchange Commission. These results will be available on www.cognyte.com/investors and www.sec.gov.

Advisors

Spotlight Advisors is serving as financial advisor, Paul Hastings LLP and Meitar are serving as legal advisors, Saratoga Proxy Consulting, LLC is serving as proxy advisor and FNK IR is serving as communications advisor to Cognyte Software.

About Cognyte Software Ltd.

Cognyte Software Ltd. is a global leader in investigative analytics software that empowers a variety of government and other organizations with Actionable Intelligence for a Safer World™. Our open interface software is designed to help customers accelerate and improve the effectiveness of investigations and decision-making. Hundreds of customers rely on our solutions to accelerate and conduct investigations and derive insights, with which they identify, neutralize, and tackle threats to national security and address different forms of criminal and terror activities. Learn more at www.cognyte.com.

Cautionary Statement Regarding Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are identified by use of the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “should,” “views,” and similar expressions.

Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, the impact and contributions of the slate of director nominees Cognyte has nominated, the projected growth of Cognyte’s business, and Cognyte’s ability to achieve its financial and business plans, goals and objectives and drive shareholder value, including with respect to its ability to successfully implement its strategy, and other risk factors discussed from time to time in Cognyte’s filings with the SEC, including those factors discussed under the caption “Risk Factors” in its most recent annual report on Form 20-F, filed with the Securities and Exchange Commission (“SEC”) on April 9, 2024, as amended on April 19, 2024 and in subsequent reports filed with or furnished to the SEC. Cognyte assumes no obligation and does not intend to update these forward-looking statements, except as required by law, to reflect events or circumstances occurring after today’s date.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240904572223/en/

Investor Relations Contact:

Rob Fink

FNK IR on behalf of Cognyte Software

cgnt@fnkir.com

Source: Cognyte Software Ltd.

FAQ

What were the main outcomes of Cognyte's Fiscal Year 2025 Annual Meeting of Shareholders?

The main outcomes were the reelection of Chairman Earl Shanks and CEO Elad Sharon to the Board of Directors, and the approval of amendments to the CEO's compensation plan.

How did Cognyte (CGNT) shareholders vote on the company's director nominees?

Shareholders reelected both of Cognyte's nominees, Chairman Earl Shanks and CEO Elad Sharon, with support from a significant majority of the shares voted at the Annual Meeting.

What changes did Cognyte (CGNT) announce regarding future disclosures?

Cognyte announced it will report the results of the Fiscal Year 2025, 2024, and 2023 Annual Meetings on a Form 6-K to be filed with the SEC, enhancing transparency for shareholders.

What commitments did Cognyte (CGNT) make following the Annual Meeting results?

Cognyte committed to taking further steps to augment the composition of its Board and provide additional disclosures over the coming months to support progress and drive sustainable, profitable growth.