EMDA, a leading Israeli Proxy Advisor, backs Value Base at the Cognyte Software Limited (“Cognyte”) Shareholder Meeting

Rhea-AI Summary

EMDA Research, an Israeli proxy advisor, has recommended its institutional clients vote FOR Tal Yaacobi's election and AGAINST Chairman Earl Shanks' re-election to Cognyte Software's (NASDAQ: CGNT) board at the upcoming 2024 Annual Meeting on September 4, 2024. EMDA also advised voting AGAINST the CEO Compensation Plan.

Value Base, Cognyte's largest shareholder with a 9.33% stake, supports EMDA's recommendations. They emphasize the urgency of replacing Chairman Shanks, citing a 75% decline in share price during his tenure. Due to Cognyte's staggered board structure, shareholders won't have another opportunity to vote on Shanks' position until 2027 if he's re-elected.

Value Base urges shareholders to vote FOR Tal Yaacobi's election and related approvals, and AGAINST Earl Shanks' re-election and the CEO compensation plan.

Positive

• EMDA Research, an influential proxy advisor, supports Value Base's voting recommendations
• Potential for improved board independence with the election of Tal Yaacobi
• Opportunity to replace a chairman associated with a 75% share price decline

Negative

• 75% decline in share price during Chairman Shanks' tenure
• Staggered board structure limits shareholder ability to effect change
• Current CEO Compensation Plan not aligned with shareholder interests according to EMDA and Value Base

Corporate Governance Expert

The EMDA's recommendation highlights significant corporate governance issues at Cognyte. The support for Tal Yaacobi and opposition to Earl Shanks' re-election underscores concerns about board independence and the staggered board structure. This structure, allowing directors to serve three-year terms, is increasingly viewed as an outdated practice that can entrench management and reduce accountability.

The recommendation against the CEO compensation plan suggests potential misalignment between executive pay and shareholder interests. With a 75% share price decline during Shanks' tenure, there's a clear call for leadership change and improved governance. This situation reflects broader trends in shareholder activism, where investors are increasingly pushing for board refreshment and stronger alignment of interests.

Shareholder Rights Advocate

This proxy fight at Cognyte exemplifies the growing influence of activist investors in shaping corporate governance. Value Base, owning 9.33% of shares, is leveraging its position to push for significant changes. The support from EMDA adds credibility to their campaign and could sway institutional investors.

The focus on the staggered board structure is particularly noteworthy. This mechanism, once common, is now seen as a potential hindrance to shareholder rights and board accountability. The urgency emphasized in replacing Chairman Shanks now, rather than waiting until 2027, highlights the long-term implications of board elections in staggered structures. This proxy contest could serve as a catalyst for broader governance reforms at Cognyte, potentially improving shareholder value in the long run.

Financial Analyst

The 75% decline in Cognyte's share price under Chairman Shanks' tenure is a stark indicator of underperformance. This significant value erosion likely underpins EMDA's and Value Base's push for change. The opposition to the CEO compensation plan suggests a disconnect between executive rewards and company performance, a red flag for investors.

If successful, this proxy fight could lead to a strategic shift at Cognyte, potentially improving its financial trajectory. However, investors should be cautious. While new leadership might bring fresh perspectives, turnarounds in the software sector can be challenging and time-consuming. The outcome of this proxy contest could be a pivotal moment for Cognyte's future financial performance and shareholder returns.

TEL AVIV, Israel--(BUSINESS WIRE)-- EMDA Research, an Israeli based proxy advisor has advised their institutional clients, to vote FOR Tal Yaacobi’s election and AGAINST Chairman Earl Shanks’ re-election to the Board at the Cognyte Software Ltd.’s (Nasdaq: CGNT) 2024 Annual Meeting of Shareholders (the “Annual Meeting”), which is scheduled to be held on September 4, 2024. EMDA has further recommended shareholders vote AGAINST the Compensation Plan for the CEO.

EMDA concluded that Mr. Yaacobi would strengthen the independence of the company's board. EMDA opposed the re-election of Chairman Earl Shanks, citing the company’s staggered board as poor governance practice. EMDA’s emphasis on this point underscores the importance of removing Chairman Shanks on September 4. Due to the Cognyte’s staggered board structure, if Mr. Shanks were to be elected on September 4, shareholders will not have an opportunity to oppose Chairman Shanks’ re-election until 2027. As such, there is an urgent need to replace him now before he can oversee any further destruction in shareholder value.

Tal Yaacobi, Managing Partner of Value Base, was quoted as saying “we welcome the decision of EMDA to back our voting recommendations at the Cognyte shareholder Meeting. Change is needed to stop the 75% decline in the share price that has occurred during Chairman Shanks’ tenure on the Board and to replace Cognyte’s CEO Compensation Plan with one that is aligned with shareholders’ interests. We wish to remind all shareholders that there is an opportunity only every 3 years to remove Chairman Shanks, so your vote on this matter is urgently needed.”

Value Base Ltd. and its affiliates (collectively, “Value Base”), own approximately 9.33% of the ordinary shares and the largest shareholder of Cognyte urge shareholders to vote:

- FOR the election of Tal Yaacobi to the Company’s board.
- FOR the approval of indemnification, liability insurance and compensation to Tal Yaacobi as provided to all other directors.
- AGAINST reelection of Earl Shanks.
- AGAINST the approval of the CEO compensation plan.

Change is urgently needed, so vote today!

About Value Base: Value Base, managed by Victor Shamrich and Ido Neuberger, is a leading investment banking group in Israel. It offers a wide range of financial services and strategic financial consulting under one roof. The group has special expertise in capital markets with extensive experience in initiating and managing complex transactions across various industries. Value Base initiates and manages complex investment transactions for its clients, oversees public and private offerings, supports mergers and acquisitions transactions, and represents leading international investment entities in Israel. Additionally, the group owns an economic research company that provides economic analyses to all institutional investors in Israel.

Value Base Fund is a private investment fund established by the Value Base group. The fund has already raised approximately $200 million and is expected to make equity investments in companies amounting to over $250 million. The fund primarily targets significant positions in publicly traded and private Israeli companies with proven business models, working alongside their management to enhance their value and achieve capital appreciation.

Among the fund’s investors are leading Israeli institutional investors, including Clal Insurance and Discount Capital, as well as Value Base shareholders who have committed over $25 million of their own capital into the fund.

Tal Yaacobi, the Managing Partner of Value Base Fund, has over twenty years of experience in investment management and strategic consulting. Tal previously served as a partner at Shamrock Israel Growth Fund, an affiliate of the private investment company of the Roy E. Disney family, where he led investments and value creation in a range of Israeli companies, guiding them to successful exits for the fund. Prior to that, he worked as a strategic consultant at McKinsey in New York. Tal is a certified public accountant and holds an MBA with distinction from Cornell University.

If shareholders have any questions, please contact our Proxy Solicitor, Alliance Advisors at:
Alliance Advisors
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
Email: CGNT@allianceadvisors.com

Special note regarding this communication:

This communication is for informational purposes only and is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares. This communication contains our current views on the value of the Company’s shares and certain actions that the Board may take to enhance the value of its shares. Our views are based on our own analysis of publicly available information and assumptions we believe to be reasonable. There can be no assurance that the information we considered and analyzed is accurate or complete. Similarly, there can be no assurance that our assumptions are correct. The Company’s performance and results may differ materially from our assumptions and analysis. Our views and our holdings could change at any time. We may sell any or all of our holdings or increase our holdings by purchasing additional shares. We may take any of these or other actions regarding the company without updating this communication or providing any notice whatsoever of any such changes (except as otherwise required by law).

Forward-looking Statements:

Certain statements contained in this communication are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance or activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “should,” “may,” “will,” “objective,” “projection,” “forecast,” “continue,” “strategy,” “position” or the negative of those terms or other variations of them or by comparable terminology. Important factors that could cause actual results to differ materially from the expectations set forth in this communication include, among other things, the factors identified in the Company’s public filings. Such forward-looking statements should therefore be construed in light of such factors, and we are under no obligation, and expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240827756650/en/

Alliance Advisors

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

Email: CGNT@allianceadvisors.com

Source: Value Base Ltd.

FAQ

When is Cognyte Software's (CGNT) 2024 Annual Meeting of Shareholders?

Cognyte Software's (CGNT) 2024 Annual Meeting of Shareholders is scheduled for September 4, 2024.

What are EMDA's voting recommendations for Cognyte's (CGNT) upcoming shareholder meeting?

EMDA recommends voting FOR Tal Yaacobi's election, AGAINST Chairman Earl Shanks' re-election, and AGAINST the CEO Compensation Plan.

How much of Cognyte Software (CGNT) does Value Base own?

Value Base and its affiliates own approximately 9.33% of Cognyte Software's (CGNT) ordinary shares, making them the largest shareholder.

Why is Value Base urging shareholders to vote against Earl Shanks' re-election to Cognyte's (CGNT) board?

Value Base cites a 75% decline in Cognyte's (CGNT) share price during Shanks' tenure and emphasizes that due to the staggered board structure, shareholders won't have another chance to vote on his position until 2027 if re-elected.