Value Base’s proposals receive support of Neuberger Berman, a leading global investment manager and a top shareholder of Cognyte, which intends to vote at the Cognyte Software AGM:

Rhea-AI Summary

Value Base, Cognyte Software's largest shareholder (9.33% stake), announces support from Neuberger Berman (7.16% stake) for its proposals at the upcoming AGM. Both major shareholders advocate for:

• Voting AGAINST Chairman Earl Shanks' re-election
• Voting AGAINST the CEO compensation plan
• Voting FOR Tal Yaacobi's election to the board

Neuberger Berman cites concerns over Cognyte's lack of standard software industry KPIs, poor stock performance (>70% decline since 2021 listing), and inadequate board expertise. Value Base urges shareholders to support these proposals, emphasizing the need for change due to the 75% share price decline during Shanks' tenure.

Positive

• Support from major shareholder Neuberger Berman for Value Base's proposals
• Potential board refresh with addition of Tal Yaacobi, bringing relevant industry experience

Negative

• 75% decline in share price during Chairman Shanks' tenure
• Lack of standard software industry KPIs (bookings, backlog, billings, deferred revenues)
• Poor stock performance with >70% decline since 2021 public listing
• Rejected CEO compensation plan resubmitted without changes
• Absence of true long-term incentive program for CEO
• Lack of relevant industry experience among recently appointed directors

Corporate Governance Expert

This development signals significant shareholder discontent with Cognyte's current leadership and practices. The support from Neuberger Berman, a major institutional investor, lends credibility to Value Base's proposals. Key issues highlighted include:

• Lack of transparency in reporting industry-standard KPIs
• Questionable CEO compensation structure
• Insufficient industry expertise on the board

These concerns, coupled with the 75% share price decline under Chairman Shanks' tenure, indicate potential governance and strategic misalignment. The push for board changes and improved compensation practices could lead to enhanced oversight and better alignment with shareholder interests. However, the outcome remains uncertain and the company faces a critical juncture in its governance structure.

Financial Analyst

The shareholder activism at Cognyte reflects deeper financial and operational challenges. The 75% share price decline since 2021 is alarming, suggesting significant underperformance. The lack of standard KPIs like bookings, backlog and deferred revenues hampers proper valuation and comparison with peers. This opacity could be masking deeper operational issues.

The rejected CEO compensation plan, with guaranteed equity pay and single-trigger acceleration, appears misaligned with shareholder interests and industry best practices. If Value Base's proposals succeed, we might see improved financial transparency and a shift towards performance-based compensation. However, the immediate financial impact remains uncertain and investors should closely monitor how any leadership changes translate into operational improvements and financial performance.

Tech Industry Analyst

Cognyte's situation highlights a critical issue in the software industry: the importance of board expertise and transparent reporting. The lack of industry-standard KPIs is particularly concerning for a software company, as it hinders accurate performance assessment and comparison with peers. This opacity could be deterring potential investors and partners.

The push for board members with relevant software and national security agency experience is crucial. In the rapidly evolving tech landscape, especially in sensitive areas like Cognyte's operations, deep industry knowledge is vital for strategic decision-making and risk management. If successful, these changes could potentially lead to improved product strategy, more effective go-to-market approaches and better alignment with industry trends. However, the transition period might bring short-term volatility as new strategies are implemented.

“AGAINST” Cognyte Chairman Earl Shanks’ Re-election

“AGAINST” the CEO Compensation Plan

“FOR” the election of Tal Yaacobi to Cognyte’s board

TEL AVIV, Israel--(BUSINESS WIRE)-- Value Base Ltd. and its affiliates (collectively, “VB Group” or “we”), owner of approximately 9.33% of the ordinary shares of Cognyte Software Ltd. (Nasdaq: CGNT, the “Company”) and the Company’s largest shareholder, announced that its proposals at the Company’s September 4, 2024 annual shareholders meeting have received the support of leading global investment manager, Neuberger Berman, which announced its voting intentions through www.nb.com/en/global/esg/nb-votes. Neuberger Berman owns approximately 7.16% of the Company’s ordinary shares and is the fourth largest shareholder, according to the Company’s proxy statement.

Tal Yaacobi, Managing Partner of Value Base, was quoted as saying “now, you have two of the largest shareholders of the Company who want Mr. Shanks to step down, disapprove the CEO compensation plan and demand further change at the Company. We are pleased by the decision of Neuberger Berman to vote against Chairman Earl Shanks and against the CEO Compensation Plan. Change is needed due to the 75% decline in the share price that has occurred during Chairman Shanks’ tenure on the Board. I am further honored by Neuberger Berman voting for myself to join Cognyte’s board to drive the necessary change required. We encourage other shareholders to join our cause.”

Neuberg Berman highlighted:

- “We continue to have concerns with the company’s practice of not reporting key performance indicators (KPIs) which are standard in the software industry, such as bookings, backlog, billings, and deferred revenues. We believe the lack of appropriate KPIs has contributed to the company’s poor performance, with shares down more than 70% since its 2021 public listing.”

- “This year, the company has presented the same compensation plan that was rejected by shareholders last year. We intend to vote against this CEO compensation plan once again due to concerns regarding the types of metrics used to measure performance and the absence of a true long-term incentive program. Unusually, the proposed CEO incentive plan guarantees the CEO’s equity pay in dollar terms and a portion of the CEO’s proposed equity award is subject to a single trigger acceleration, including upon termination without cause, and is majority time-based.”

- “While the company has appointed three new directors in the last three years, none of the new directors possess relevant industry experience to fill the skills gap on the board. As the Board refresh continues, we believe that significant software and national security agency operating experience should be a paramount consideration.”

Value Base 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/20240829957180/en/

Alliance Advisors

200 Broadacres Drive, 3^rd Floor

Bloomfield, NJ 07003

Email: CGNT@allianceadvisors.com

Source: Value Base Ltd.

FAQ

What proposals did Value Base make for Cognyte Software's (CGNT) AGM?

Value Base proposed voting AGAINST Chairman Earl Shanks' re-election and the CEO compensation plan, and FOR the election of Tal Yaacobi to Cognyte's board.

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

Value Base owns approximately 9.33% of Cognyte Software's ordinary shares, making it the company's largest shareholder.

What concerns did Neuberger Berman raise about Cognyte Software (CGNT)?

Neuberger Berman expressed concerns about Cognyte's lack of standard software industry KPIs, poor stock performance, inadequate CEO compensation plan, and lack of relevant industry experience on the board.

How has Cognyte Software's (CGNT) stock performed since its public listing in 2021?

Cognyte Software's shares have declined by more than 70% since its public listing in 2021, according to Neuberger Berman's statement.

When is Cognyte Software's (CGNT) annual shareholders meeting scheduled for 2024?

Cognyte Software's annual shareholders meeting is scheduled for September 4, 2024.