VIEX Capital Comments on Disingenuous Director Candidate Q&A Issued by KVH Industries, Inc.

Rhea-AI Summary

The VIEX-led investor group has issued a statement criticizing KVH Industries' recent director candidate Q&A. They are seeking to elect their nominees, John Mutch and Eric Singer, to the Board at the Annual Meeting on June 17, 2021. The group claims that KVH's Q&A is misleading and designed to gain favor with institutional investors. They question the governance practices at KVH, highlighting excessive proxy fight expenses and familial ties within the company. VIEX emphasizes their nominees' qualifications and urges stockholders to vote using the white proxy card.

Positive

• VIEX nominees, John Mutch and Eric Singer, are presented as having superior governance and turnaround experience.
• Glass Lewis has endorsed VIEX’s case for change, indicating support for their proposals.

Negative

• KVH has reportedly spent at least 5% of its cash position on the proxy fight, raising concerns among shareholders.
• The board authorized over $2 million in proxy fight expenses while KVH has not repaid a nearly $7 million government loan.

VIEX Capital Advisors, LLC and the other participants in its solicitation (collectively, the “VIEX-led investor group” or “we”) today issued the below statement in response to the director candidate Q&A released by KVH Industries, Inc. (NASDAQ: KVHI) (“KVH” or the “Company”) on June 14, 2021. The VIEX-led investor group is seeking to elect two highly-qualified individuals – John Mutch and Eric Singer – to KVH’s Board of Directors (the “Board”) at the Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2021.

“We contend that KVH’s 11^th-hour nominee Q&A is just another disingenuous ploy – one that stockholders should closely scrutinize and reject. This morning’s written Q&A, which appears to be full of consult-manufactured spin, seems to have been developed to win the support of large institutional stockholders focused on important environmental, social and governance considerations. However, we question how any governance-conscious institution could find this Q&A persuasive when the Company’s nominees were not asked several critical questions, including:

• Were you identified by an independent search firm or were you identified by one of the Company’s defensive advisors, who you worked with in the past?

• How would you work to hold management accountable given that founder and chairman Martin Kits van Heyningen is also KVH’s long-serving chief executive officer?

• How would you address the institutional nepotism given that Mr. Kits van Heyningen has multiple family members working at KVH?

• How should the Board rebuild stockholder trust after spending at least 5% of the Company’s cash position on this proxy fight (which the VIEX-led investor group, that beneficially owns nearly 10% of the company’s outstanding stock, would have settled for one designee)?

• Was it sound governance for the Board to authorize at least $2 million in proxy fight expenses when KVH does not appear to have repaid its nearly $7 million government loan under the Paycheck Protection Program?

• Given that KVH’s corporate governance policies have been rebuked by leading independent proxy firms over the past week, what enhancements would you suggest?

After two decades of abysmal financial performance and insular governance practices, Mr. Kits van Heyningen and his hand-picked directors should not be allowed to continue carrying out their own refreshment efforts. Stockholders should also remember that VIEX has highlighted that each of KVH’s nominees have past ties to the Company’s defense advisors.

Despite KVH’s ongoing attempts to misrepresent the PLX case and smear the VIEX nominees, we hope stockholders see through the smokescreen. An objective review of our nominees versus the Company’s nominees should yield a clear conclusion: Eric Singer and John Mutch have superior governance acumen, ownership perspectives and turnaround experience in the tech sector. They can help fix the broken culture in KVH’s boardroom.”

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WE URGE STOCKHOLDERS TO VOTE ON THE WHITE PROXY CARD TO ELECT THE VIEX SLATE

AS A REMINDER, GLASS LEWIS HAS ENDORSED VIEX’S CASE FOR CHANGE

CONTACT INFO@SARATOGAPROXY.COM WITH ANY QUESTIONS REGARDING HOW TO VOTE

View source version on businesswire.com: https://www.businesswire.com/news/home/20210614005726/en/

FAQ

What is the VIEX-led investor group's proposal for KVH Industries?

The group is proposing to elect John Mutch and Eric Singer to KVH's Board of Directors at the Annual Meeting on June 17, 2021.

What concerns does the VIEX-led investor group have about KVH's governance?

They have raised concerns about excessive proxy fight expenses and familial ties among board members, which they view as potential conflicts of interest.

What are the financial implications of the proxy fight for KVH Industries?

KVH has spent at least 5% of its cash position and over $2 million on the proxy fight, raising concerns about financial management amidst outstanding government loans.

Which proxy card should stockholders use to support the VIEX-led group?

Stockholders are urged to vote on the white proxy card to elect the VIEX slate.

Which organization endorsed the VIEX nominees for KVH?

Glass Lewis has endorsed the VIEX-led investor group's case for change.