/C O R R E C T I O N -- Comtech Telecommunications Corp./
Fred Kornberg and Michael Porcelain, former CEOs of Comtech Telecommunications Corp. (NASDAQ: CMTL), have nominated a slate of eight director candidates for the upcoming 2024 Annual Meeting of Stockholders. The nominees collectively own about 7.6% of Comtech's outstanding shares. If elected, they plan to:
1. Evaluate strategic options for Comtech's 911 Public Safety business
2. Appoint an external CEO & COO
3. Implement initiatives to enhance stockholder value
The letter outlines recommendations including leadership change disclosures, a thorough CEO & COO search, and assessing capital structure. They suggest renaming the "Terrestrial & Wireless Networks" segment to "911 Public Safety" and exploring its potential sale, estimating it could fetch over $553 million. The nominees aim to optimize operational efficiency, invest in innovation, and establish targeted profit centers.
Fred Kornberg e Michael Porcelain, ex CEO di Comtech Telecommunications Corp. (NASDAQ: CMTL), hanno nominato un gruppo di otto candidati per il prossimo incontro annuale degli azionisti del 2024. I nominati possiedono complessivamente circa il 7,6% delle azioni in circolazione di Comtech. Se eletti, intendono:
1. Valutare le opzioni strategiche per il business 911 Pubblic Safety di Comtech
2. Nominare un CEO e un COO esterni
3. Implementare iniziative per aumentare il valore per gli azionisti
La lettera delinea raccomandazioni come disclosure dei cambiamenti di leadership, una ricerca approfondita per il CEO e il COO, e la valutazione della struttura del capitale. Suggeriscono di rinominare il segmento "Terrestrial & Wireless Networks" in "911 Pubblic Safety" ed esplorare la sua potenziale vendita, stimando che potrebbe valere oltre $553 milioni. I nominati mirano a ottimizzare l'efficienza operativa, investire nell'innovazione e stabilire centri di profitto mirati.
Fred Kornberg y Michael Porcelain, ex directores generales de Comtech Telecommunications Corp. (NASDAQ: CMTL), han nominado una lista de ocho candidatos a directores para la próxima Reunión Anual de Accionistas de 2024. Los nominados poseen colectivamente aproximadamente el 7,6% de las acciones en circulación de Comtech. Si son elegidos, planean:
1. Evaluar opciones estratégicas para el negocio 911 Public Safety de Comtech
2. Nombrar a un CEO y un COO externos
3. Implementar iniciativas para aumentar el valor para los accionistas
La carta describe recomendaciones que incluyen divulgaciones sobre cambios en el liderazgo, una búsqueda exhaustiva de CEO y COO, y evaluación de la estructura de capital. Sugieren renombrar el segmento "Terrestrial & Wireless Networks" a "911 Public Safety" y explorar su potencial venta, estimando que podría generar más de $553 millones. Los nominados buscan optimizar la eficiencia operativa, invertir en innovación y establecer centros de ganancias específicos.
프레드 코른버그와 마이클 포슬레인은 Comtech Telecommunications Corp. (NASDAQ: CMTL)의 전 CEO로서, 2024년 주주 연례 회의를 위해 8명의 이사 후보를 지명했습니다. 후보자들은 총 Comtech의 발행 주식의 약 7.6%를 보유하고 있습니다. 선출되면, 그들은 다음과 같은 계획을 가지고 있습니다:
1. Comtech의 911 공공 안전 사업에 대한 전략적 옵션 평가
2. 외부 CEO 및 COO 지명
3. 주주 가치를 향상시키기 위한 이니셔티브를 실행
편지는 리더십 변화 공개, 철저한 CEO 및 COO 검색, 자본 구조 평가와 같은 권장 사항을 포함하고 있습니다. 그들은 "Terrestrial & Wireless Networks" 부문을 "911 Public Safety"로 이름을 바꾸고 그것의 잠재적 판매를 탐색할 것을 제안하며, $553백만 이상을 받을 수 있을 것으로 추정합니다. 후보자들은 운영 효율성을 최적화하고, 혁신에 투자하며, 목표 수익 센터를 설립할 계획입니다.
Fred Kornberg et Michael Porcelain, anciens PDG de Comtech Telecommunications Corp. (NASDAQ: CMTL), ont nommé une liste de huit candidats au conseil d'administration pour la prochaine Assemblée annuelle des actionnaires en 2024. Les candidats possèdent collectivement environ 7,6 % des actions en circulation de Comtech. S'ils sont élus, ils prévoient de :
1. Évaluer les options stratégiques pour l'activité 911 Public Safety de Comtech
2. Nommer un PDG et un COO externes
3. Mettre en œuvre des initiatives pour améliorer la valeur pour les actionnaires
La lettre décrit des recommandations, y compris la divulgation des changements de leadership, une recherche approfondie pour le PDG et le COO, et l'évaluation de la structure du capital. Ils suggèrent de renommer le segment "Terrestrial & Wireless Networks" en "911 Public Safety" et d'explorer sa vente potentielle, estimant qu'il pourrait rapporter plus de 553 millions de dollars. Les candidats visent à optimiser l'efficacité opérationnelle, investir dans l'innovation et établir des centres de profit ciblés.
Fred Kornberg und Michael Porcelain, ehemalige CEOs von Comtech Telecommunications Corp. (NASDAQ: CMTL), haben eine Liste von acht Direktorenkandidaten für die bevorstehende Hauptversammlung der Aktionäre im Jahr 2024 nominiert. Die Nominierten besitzen gemeinsam etwa 7,6% der ausstehenden Aktien von Comtech. Falls gewählt, planen sie:
1. Bewertung strategischer Optionen für das 911 Public Safety-Geschäft von Comtech
2. Ernennung eines externen CEO & COO
3. Umsetzung von Initiativen zur Verbesserung des Aktionärswerts
In dem Schreiben werden Empfehlungen wie Offenlegung von Führungswechseln, eine gründliche Suche nach einem CEO und COO sowie die Bewertung der Kapitalstruktur dargelegt. Sie schlagen vor, das Segment "Terrestrial & Wireless Networks" in "911 Public Safety" umzubenennen und dessen potenziellen Verkauf zu prüfen, mit der Schätzung, dass es über 553 Millionen Dollar einbringen könnte. Die Nominierten haben das Ziel, die Betriebseffizienz zu optimieren, in Innovation zu investieren und gezielte Gewinnzentren zu schaffen.
- None.
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In the news release, Comtech's Former CEOs Nominate Full Slate of Candidates for Comtech Board of Directors, issued 23-Sep-2024 by Comtech Telecommunications Corp. over PR Newswire, we are advised by the company that the source should be "Michael Porcelain and Fred Kornberg" rather than "Comtech Telecommunications Corp." as originally issued inadvertently. The complete, corrected release follows:
Comtech's Former CEOs Nominate Full Slate of Candidates for Comtech Board of Directors
Issue Open Letter to Comtech Stockholders Advocating for an Independent Evaluation of Strategic Options for Comtech's 911 Public Safety Business, the Appointment of an External CEO & COO, and Other Initiatives to Enhance Stockholder Value
Michael (Mike) Porcelain also announced that he has nominated a slate of eight highly qualified director candidates (the "Nominees") for election to the Comtech Board of Directors (the "Board") at the upcoming 2024 Annual Meeting of Stockholders. Collectively, the Nominees beneficially own approximately
The Nominees (listed in alphabetical order) comprise:
- Keith Hall - Founder and CEO of AssuredTek, Inc. ("AssuredTek") and former Chairman of the board, CEO and President of Globecomm Systems Inc. ("Globecomm")
- Michael Hildebrandt - Senior Investment Professional at Freshford Capital Management, LLC ("Freshford Capital") (a prior large institutional stockholder of Comtech).
- Fred Kornberg - Former Chairman of the Board, CEO, President and Senior Technology Advisor to Comtech playing a pivotal role in driving Comtech's historical success.
- Michael Porcelain – former CEO, President and CFO of Comtech, Board Member and Audit Committee Chairman of Air Industries Group and President and CEO of The Independent Adviser Corporation.
- Robert Schassler - Member of the Board of Directors of Intrado Life & Safety, former CEO of SCI Technology, Inc and former VP and General Manager of Motorola Solutions Inc.'s ("Motorola") Government, Public Safety, and Commercial Industry business.
- Dr. Sanyogita Shamsunder - COO at NextNav, Inc., former Head of Globe Network Edge of Google and former VP of Product Strategy and Technology for Verizon.
- Oleg Timoshenko - Founder and Operator of Feedback S.à r.l. and previously Co-Founder of UHP Networks Inc. ("UHP") and Romantis Group.
- Jay Whitehurst - Founder and Chairman of Couplify and previously Comtech's Chief Strategy Officer and before that, President of Comtech's Trusted Location product line and senior executive at Nortel Networks
The full text of the letter dated September 23, 2024 follows:
Dear Fellow Stockholders:
Our decision to issue this public letter stems from our ongoing commitment to the success of Comtech. After much thought and diligence, we have taken this action to enhance value for all of Comtech's stakeholders, including, stockholders, employees, customers, and partners.
We are deeply familiar with the Comtech business and are confident that there are significant opportunities to enhance stockholder value through focused strategic actions under the leadership of a new board of directors.
We are fully committed to Comtech's future success and directly aligned with our fellow common stockholders. Accordingly, Mike has nominated a slate of eight highly qualified director candidates for election to the Board at the upcoming Fiscal 2024 Annual Meeting of Stockholders. The nominees bring a blend of knowledge, expertise, and relevant industry experience that we believe will be invaluable to Comtech's future. More detailed information about these director candidates is provided below and can be found in a Schedule 13D that was filed with the SEC on Friday, September 20, 2024.
Prior to the March 2024 termination of the CEO and other recent leadership changes, we (and others) reached out to the Board multiple times, offering help in various capacities. We ultimately met with several members of the Board. We offered our operational expertise aimed at increasing profitability, providing suggestions and advice on several topics, including offering to assist with refinancing efforts and in the search for a new CEO. We proposed several disclosures the company should include in its upcoming Form 10-K, particularly concerning all transactions with preferred stockholders, Credit Facility lenders, and related parties. At the suggestion of several stockholders and Wall Street analysts, Mike even offered to return as CEO without cash compensation, aligning his interests solely with common stockholders.
We ask the Board to follow the advice we have given them until new directors are elected.
Our Recommendations
In addition to the guidance we've shared privately with the existing Board, we believe the following are critical to Comtech's future success, and our Nominees are committed to executing them if elected to the Board:
- Leadership Change Disclosures: Disclose the specific details and circumstances surrounding the March 2024 CEO termination for cause in the upcoming Form 10-K to be filed with the SEC. Additionally, disclose any internal control and governance changes implemented.
- CEO & COO Search Process: Conduct a thorough and transparent search for both an external CEO with relevant industry expertise, considering a wide range of qualified candidates. Many years ago, the Interim CEO worked at Comtech under our direction. We request to meet with the Interim CEO and any current candidates to assess their qualifications and capabilities. We believe a newly elected board should meet with the final list of candidates and appoint the permanent CEO as well as a new COO, who just resigned.
- Evaluate Strategic Options: Assess the effectiveness and viability of current strategic initiatives, including the "One Comtech" and "Evoke" strategies. We recommend renaming the "Terrestrial & Wireless Networks" segment to "911 Public Safety" to better highlight its value. As discussed further below, we recommend an independent evaluation of strategic options for Comtech's 911 Public Safety business.
- Assess Capital Structure & Financing: Disclose in upcoming SEC filings detailed information on recent financing activities, including details on costs and the valuation of warrants issued both to the lenders and preferred stockholders. Discuss the Board's oversight process and provide third-party benchmarks for comparable transactions.
- Enhance Core Business Units: Focus on key product lines and markets where Comtech has established strengths, such as its satellite and troposcatter product lines, to drive growth and increase profitability.
- Optimize Operational Efficiency: Evaluate corporate costs and align resources with strategic priorities to enhance operational efficiency and support sustainable growth. Assess the X/Y antenna product line and evaluate potential partnership opportunities to continue to participate in the LEO/MEO market. Develop and retain in-house talent rather than engaging outside consultants.
- Invest in Innovation: Renew focus on research and development to foster genuine innovation within Comtech's product offerings. Such a focus is crucial for maintaining a competitive advantage and fostering long-term growth within the Company.
- Establish Targeted Profit Centers: Reintroduce independent business units for product lines focused on global commercial sales and government clients to maximize market opportunities. Reinstating this strategy could significantly enhance financial performance and we believe would be well received by customers.
- Ensure Consistency in SEC and Marketing Communications: Provide clear and consistent disclosures to stockholders in public statements and regulatory filings.
Call to Evaluate Strategic Alternatives for the 911 Public Safety Business
During our communications with the Board, we have recommended exploring strategic alternatives for the 911 Public Safety business. We believe a carefully planned and well-executed sale process, similar to Rave Mobile Safety, Inc.'s
We have consulted with a leading industry-specific investment banking firm and spoken with potential buyers. Based on our well-informed analysis, if a bona fide sale process were conducted, we believe that Comtech's 911 Public Safety business, which is significantly larger than Rave's, could achieve a sale price well in excess of
We believe that such an evaluation process would benefit from the oversight of our Nominees once elected at the 2024 Annual Meeting of Stockholders.
TheFutureComtech.com
We are excited to announce that we have created a new website at TheFutureComtech.com, where you can send us your thoughts. Soon, you'll be able to stay-up to-date on what we have to say, and we will also make it easy to access important information including our SEC filings.
Stay tuned for the official launch – we can't wait to share it with you.
Conclusion
We believe the recommendations we made to the Board and the election of the new director candidates listed at the end of this letter are important for positioning Comtech for long-term success and maximizing stockholder value.
As dedicated stakeholders and former leaders of Comtech, we stand ready to assist the Company and help it achieve its full potential. We appreciate the engagement of many stockholders and other stakeholders who share our commitment to Comtech's success.
We welcome the opportunity to engage in constructive dialogue with the Board and management to collaboratively develop strategies that are in the best interests of all stockholders.
Sincerely,
Fred Kornberg
Fellow Stockholder and Former CEO and Chairman of the Board
Michael Porcelain
Fellow Stockholder and Former CEO, CFO, President, COO and Director
_________________________________________
About The New Director Nominees
Keith Hall, age 55, currently serves as Founder and Chief Executive Officer of AssuredTek, Inc. ("AssuredTek"), a company focusing on advanced cybersecurity and wireless technology solutions, addressing privacy challenges across a wide range of use cases, since August 2020. At AssuredTek, Mr. Hall oversees strategy, marketing, sales, and engineering. Mr. Hall also serves as a Strategic Advisor for Assured Information Security (AIS) since January 2019. Prior to this, Mr. Hall founded and led Imperium Communication Solutions, a consulting firm providing expert services to the telecommunications sector, from March 2017 to August 2020. Prior to this, Mr. Hall held various leadership positions at Globecomm, a global provider of satellite-based communications infrastructure and services, where he served as President, Chief Executive Officer, and Chairman of the Board, overseeing the company's operations across government, telecommunications, 3 media, maritime, and commercial sectors, from 2009 to 2016. Under Mr. Hall's leadership, Globecomm grew to over
Michael Hildebrandt, age 51, currently serves as a Senior Investment Professional at Freshford Capital, an advisory firm providing investment advice and management services to clients, since February 2011. At Freshford Capital, Mr. Hildebrandt invests in industry verticals, including government and construction services, energy, space and satellite, telecom, media, and special situations. Prior to joining Freshford Capital, Mr. Hildebrandt held senior investment roles at Silver Capital Management LLC, a multi-strategy investment fund, and GAMCO Investors, Inc., a global investment management company, where he focused on special situations and private equity initiatives. Earlier in his career, he served as a Private Equity Associate at Aurora Capital and as an Investment Banking Analyst at Salomon Brothers, specializing in mergers and acquisitions within the industrial sector.
Fred Kornberg, age 88, most recently served as a Senior Technology Advisor to Comtech, a position he held from January 2022 to January 2024. In this role, Mr. Kornberg served as a consultant and was available to provide advice to the Board and senior executives on high-level strategic technology matters, including new program conceptualization, research and development, and technology acquisitions, particularly with respect to Comtech's satellite earth station and radio frequency product lines. Prior to this, Mr. Kornberg had a storied career at Comtech, where he served as Chief Executive Officer from 1976 until December 2021. He also served as a director from 1971 to December 2022, including as Chairman of the Board until July 2022. Throughout his nearly five decades of service to the Company, Mr. Kornberg played a pivotal role in driving Comtech's technological advancements and operational success, positioning the Company as a market leader in satellite communications and establishing its prominence in 911 public safety products through strategic acquisitions.
Michael Porcelain, age 55, currently serves as the President and Chief Executive Officer of The Independent Adviser Corporation, a privately held company that he founded in 1988, which operates various internet websites focused on the professional advisory industries, including TheAdviser.com and 1800ADVISER.com. Mr. Porcelain previously served in various executive roles at Comtech, including CEO from January 2022 to August 2022, President from January 2020 to August 2022, and Chief Operating Officer from October 2018 to January 2022. Prior to this, Mr. Porcelain served as Comtech's Chief Financial Officer from 2006 to 2018, as well as Vice President of Finance and Internal Audit from 2002 to 2006. During his tenure at Comtech, Mr. Porcelain was instrumental in the development and execution of Comtech's business strategies, leading key initiatives such as the expansion of its Next Generation 911 and 4 satellite earth station product lines, and overseeing transformative acquisitions, including a leading 911 call handling software company and UHP Networks, a provider of satellite ground station technology. Since 2017, Mr. Porcelain has also served as a director and Chairman of the Audit Committee for Air Industries Group, a manufacturer of precision components and assemblies for large aerospace and defense contractors.
Robert Schassler, age 60, currently serves as an Advisor to Stonepeak Partners LP, a leading alternative investment firm, as well as a member of the board of directors of Intrado Life & Safety, Inc., an emergency communication services company, since October 2023. Mr. Schassler previously served as President and Chief Executive Officer of SCI Technology, Inc., a division of Sanmina Corporation, an electronics manufacturing services provider, where he focused on military communications technology solutions within the aerospace and defense industries, from June 2018 to October 2023. Prior to this, Mr. Schassler served as Executive Vice President and General Manager of Nuance Communications Inc., a leader in speech recognition and AI/machine learning SAAS technologies, from 2015 to 2018. Earlier in his career, Mr. Schassler spent more than twenty years at Motorola, a video equipment, telecommunications equipment, software, systems and services provider, where he held several executive roles, including Executive Vice President and General Manager of Motorola's Government, Public Safety, and Commercial Industry business.
Dr. Sanyogita Shamsunder, age 58, currently serves as Chief Operating Officer at NextNav, Inc., a company specializing in next-generation positioning, navigation, and timing (PNT) solutions, where she oversees business development, strategy, product and software development, and IT, since May 2024. Dr. Shamsunder also serves as an advisory board member for Meeami Technologies, a leader in audio AI, noise cancellation, speech enhancement, speaker identification, and other audio analytics technologies, since September 2023. Additionally, Dr. Shamsunder serves as a panelist for the
Oleg Timoshenko, age 55, currently serves as the Founder and Operator of Feedback S.à r.l., a Luxembourg-based venture fund that focuses on key growth sectors across
Jay Whitehurst, age 65, currently serves as Founder and Chairman of Couplify, an artificial intelligence-based algorithm dating platform, since March 2020. Mr. Whitehurst previously served as Chief Strategy Officer of Comtech, where he focused on cultivating new accounts and cross-selling commercial solutions to the
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Michael Porcelain, together with the other participants named herein, intend to file a preliminary proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of their slate of highly qualified director nominees at the 2024 annual meeting of stockholders of Comtech Telecommunications Corp., a
MR. PORCELAIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the proxy solicitation are anticipated to be Keith Hall, Michael Hildebrandt, Fred Kornberg, Michael Porcelain, Robert Schassler, Sanyogita Shamsunder, Oleg Timoshenko, and Jay Whitehurst.
As of the date hereof, Mr. Porcelain directly beneficially owns 336,516 shares of Common Stock, par value
Investor Contact:
Michael Porcelain
(516) 637-5187
Media Contact:
ASC Advisors
Taylor Ingraham / Morgan Davis
tingraham@ascadvisors.com / mdavis@ascadvisors.com
203 992 1230
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SOURCE Michael Porcelain and Fred Kornberg
FAQ
Who nominated a new slate of directors for Comtech Telecommunications Corp. (CMTL)?
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