Outerbridge to support reelection of Judy Chambers and Larry Waldman
Comtech to appoint Wendi Carpenter and an additional mutually agreed upon independent director to Board following the Fiscal 2021 Annual Meeting
Fiscal 2021 Annual Meeting of December 17 will be convened and adjourned to a later date
MELVILLE, N.Y. –
December 16, 2021– Comtech Telecommunications Corp. (NASDAQ: CMTL), a leading global provider of next-generation 911 emergency systems and secure wireless communications technologies, today announced that it and Outerbridge Capital Management, LLC (“Outerbridge”) have entered into a cooperation agreement with respect to the Company’s Board of Directors, under which both parties support a unified slate of directors and Outerbridge withdraws its nomination notice. Pursuant to the agreement:
- Outerbridge will support the nomination of Judy Chambers and Larry Waldman to the Board.
- The Comtech Board of Directors will appoint Wendi Carpenter to the Board effective with the appointments of Michael Porcelain and Mark Quinlan to the Board no later than January 3, 2022, each with terms expiring at the Company’s 2022 Annual Meeting of Stockholders.
- The Board will appoint an additional independent director mutually acceptable to both the Company and Outerbridge. Comtech and Outerbridge are working with a leading search firm to identify candidates.
- The December 17, 2021 Annual Meeting will be convened and adjourned to a later date, which will be announced at the Annual Meeting but that is expected to occur before December 31, 2021.
- In addition to withdrawing its nomination notice, Outerbridge commits to customary standstill restrictions and voting commitments expiring after Comtech’s fiscal 2022 Annual Meeting.
As a result of this agreement and the upcoming appointments of Messrs. Porcelain and Quinlan, Comtech’s Board of Directors will consist of nine directors, including six independent directors appointed within the past two years. Ms. Carpenter would become the third female member of the Board, joining Lisa Lesavoy and Ms. Chambers (who also brings important racial diversity to the Board).
“This is the right outcome for Comtech shareholders,” said Michael Porcelain, President and Chief Operating Officer and incoming Chief Executive Officer of Comtech. “Comtech and Outerbridge have recently engaged in constructive discussions and this agreement puts us squarely on a path forward that is consistent with our shared desire to accelerate value creation. Over the course of our recent discussions, it has become clear that Outerbridge is a knowledgeable and engaged shareholder seeking to enhance value for all stakeholders. The agreement paves the way for Larry Waldman and Judy Chambers to continue serving as world-class members of our Board, and broadens the range of backgrounds represented on the Board with the addition of Wendi Carpenter. As we head into calendar year 2022, we will continue to execute on our strategic plan with the goal of enhancing long-term shareholder value.”
Rory Wallace, Chief Investment Officer of Outerbridge, commented: “We are pleased to reach this agreement in support of Comtech’s future. With its market-leading products and refreshed Board, Comtech has great potential to deliver enhanced shareholder value. We appreciate Michael Porcelain’s deep industry experience and understanding of Comtech, and believe he is the right leader for the Company. We strongly support the approach outlined in our agreement and believe this unified slate of directors will help position Comtech to capitalize on the tremendous opportunities ahead.”
Both Comtech and Outerbridge jointly noted that during Comtech’s recent earnings call, incoming Chief Executive Officer Michael Porcelain outlined new growth plans that include establishing a focused U.S. defense group for its core business – satellite earth station product lines – providing a new and relevant context for Ms. Carpenter’s Navy experience.
Additionally, both Judy Chambers and Larry Waldman have experience essential to the Company’s value creation strategy. Ms. Chambers, who has deep experience in the investment advisory services industry and corporate finance, was appointed to the Board in August 2021, addressing the interests of institutional investors, and providing diversity and fresh perspectives. Mr. Waldman’s 35-plus years of experience in accounting, auditing, and internal controls provide critical expertise in complex global accounting. Further, Mr. Waldman’s audit background and deep experience working with the Defense Contract Audit Agency is of vital importance given Comtech’s complex contracts with U.S. government customers.
Fred Kornberg, Chairman of the Board and outgoing CEO of Comtech, stated: “I’m pleased that Comtech and Outerbridge have been able to map out a path forward for the good of Comtech shareholders. We remain committed to our Board refreshment process and to creating long-term shareholder value.”
No business will be conducted at tomorrow’s Meeting. Following tomorrow’s adjournment, further instructions will be provided regarding the timing and voting mechanics of the adjourned meeting.
A copy of the cooperation agreement between Outerbridge and Comtech will be filed as an 8-K with the U.S. Securities & Exchange Commission.
Information about Ms. Carpenter, Ms. Chambers and Mr. Waldman
About Wendi Carpenter
Wendi B. Carpenter (Rear Admiral U.S. Navy, Retired) completed a distinguished 34-year career in the U.S. Navy before retiring as a Rear Admiral. She was the Commander of the Navy Warfare Development Command, Deputy Commander of the U.S. Second Fleet, and held key senior U.S. joint and NATO executive positions. She provided crisis and disaster support to FEMA and HLS, and oversaw the Logistics Crisis Action Center for the Navy following 9/11. Rear Admiral Carpenter currently serves as an Independent Director and Chair of the Compensation Committee of SkyWater Technology, Inc. (NASDAQ: SKYT), a U.S. owned $1.2 billion semiconductor development and manufacturing company with significant classified USG and aerospace communications business. Rear Admiral Carpenter holds a Master of Arts in International Relations from Salve Regina University, a Bachelor of Science in Psychology from the University of Georgia, and she is a distinguished graduate of the U.S. Naval War College.
About Judy Chambers
Judy Chambers has been a director of Comtech since August 2021. She currently is Chairperson of the Nominating and Governance Committee and a member of the Audit Committee. She has served since 2019 as a Managing Principal and a member of the Board of Meketa Investment Group, an investment consulting and advisory firm with over $1.5 trillion of assets under advisement. She serves on the Board of Trustees of the Community Service Society of New York, a nonprofit focused on alleviating income inequality. Ms. Chambers is also Chair of the Advisory Board of the Robert Toigo Foundation, which promotes stronger stakeholder returns in the financial industry through inclusion and diversity. Ms. Chambers also serves on the Advisory Board of the Jazz Foundation of America. Ms. Chambers holds a B.A. from Duke University and an M.B.A. from the Kellogg School of Management at Northwestern University.
About Larry Waldman
Lawrence J. Waldman has been a director of Comtech since August 2015 and, effective following the Fiscal 2021 Annual Meeting, will serve as the Lead Independent Director. He is Chairperson of the Audit Committee and a member of the Executive Compensation Committee and the Executive Committee. He currently serves as the non-executive Chairman of the Board and Chairman of the Audit Committee of CVD Equipment Corporation (NASDAQ: CVV), a technology company that provides custom equipment to commercial, defense and research customers. Mr. Waldman is a member of the Board of Directors and Lead Independent Director and Audit Committee Chairperson at APYX Medical (NASDAQ: APYX), an advanced energy medical technology company.
Mr. Waldman has served as Senior Advisor at First Long Island Investors, LLC since 2016 and was previously an Advisor to the accounting firm of EisnerAmper LLP following his role as Partner-in-Charge of Commercial Audit Practice Development for Long Island. Mr. Waldman served as the Managing Partner of the Long Island office of KPMG LLP from 1994 through 2006, the accounting firm where he began his career in 1972. Mr. Waldman is currently Chairman of the board of directors of the Long Island Association and a member of the boards of directors of the Long Island Angel Network and the Advanced Energy Research Center at Stony Brook University. Mr. Waldman also serves as the Chairman of the Supervisory Committee of Bethpage Federal Credit Union. He previously served as a member of the State University of New York’s Board of Trustees and as the Chairman of the Board of Trustees of the Long Island Power Authority.
컴텍 소개
는 전 세계 상업 및 정부 고객에게 차세대 911 응급 시스템과 보안 무선 통신 기술을 제공하는 선도적인 글로벌 기업입니다. 뉴욕주 멜빌에 본사를 두고 있으며 고객 성공을 위한 열정으로 첨단 보안 무선 솔루션을 설계, 생산 및 판매합니다. 자세한 정보는 www.comtechtel.com 에서 확인하세요.
About Outerbridge Capital Management, LLC
Outerbridge Capital Management, LLC is a New York-based investment adviser that typically invests across the technology and technology-impacted sectors. As part of its investment process, Outerbridge regularly conducts significant due diligence on its portfolio companies and engages constructively with both management teams and boards where appropriate.
미래 예측 진술
이 서한에 포함된 특정 정보에는 당사의 사업 궤적, 미래 수익 및 판매, 인수 전략, 경영 및 지배구조 변화, 성장 등 본질적으로 미래예측진술이며 특정 중대한 위험과 불확실성을 수반하는 진술이 포함되어 있습니다. 실제 결과는 이러한 미래예측 정보와 크게 다를 수 있습니다. 이러한 미래예측진술에 영향을 미칠 수 있는 위험과 불확실성은 다음과 같습니다: 최근 인수로 인해 예상되는 시너지 효과와 혜택이 완전히 실현되지 않거나 예상 기간 내에 실현되지 않을 가능성; 인수한 사업체가 당사와 성공적으로 통합되지 않을 위험; 최근 인수로 인해 비즈니스 및 운영 관계를 유지하거나 핵심 인력을 유지하기가 더 어려워질 수 있는 혼란 가능성; 회사가 정부 솔루션 부문에서 대형 상품 서비스 계약 입찰에서 벗어나 마진이 높은 틈새 제품 계약을 추구하는 방향으로의 전술적 전환을 실행하는 데 실패할 위험; 순매출 및 운영 실적에 상당한 변동을 일으킬 수 있는 신규 또는 기존 주문의 성격과 수령 시기 및 회사의 실적; 정부 계약의 시기 및 자금 조달; 장기 계약의 총 이익 조정, 해외 판매와 관련된 위험, 급격한 기술 변화, 진화하는 산업 표준, 신제품 발표 및 개선, 고객 요구 및 조달 전략의 변화, 일반적인 경제 및 정치 상황의 변화, 글로벌 시장에서의 유가 변화, 외화 환율의 변화; 회사의 법적 소송, 고객의 배상 청구 및 기타 유사한 문제와 관련된 위험, 신용 시설에 따른 회사의 의무와 관련된 위험, 회사의 대규모 계약과 관련된 위험, 코로나19 팬데믹 및 관련 공급망 중단과 관련된 위험, 기타 이 문서 및 회사가 증권거래위원회에 제출한 기타 서류에 기술된 기타 요인. 당사는 이러한 미래예측진술을 업데이트할 의무가 없으며, 실제 결과나 기대치의 변화에 따라 업데이트할 의도가 없습니다.
추가 정보 및 위치
Comtech has filed with the Securities and Exchange Commission (“SEC”) and mailed to the Company’s stockholders a definitive proxy statement, an accompanying BLUE proxy card and other relevant documents in connection with the Company’s Fiscal 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING BLUE PROXY CARD AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE COMPANY’S 2021 ANNUAL MEETING OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY’S 2021 ANNUAL MEETING AND THE PARTIES RELATED THERETO. The Company’s stockholders may obtain a free copy of documents filed with the SEC at the SEC’s website at https://www.sec.gov or the Company’s website at www.ComtechCreates.com.
모집 참여자
회사, 이사 및 일부 임원은 2021년 연례 회의에서 고려할 사항과 관련하여 주주로부터 위임장 권유에 "참여자"로 간주될 수 있으며, 기타 회사의 경영진 및 직원도 "참여자"로 간주될 수 있습니다. 미국 증권거래위원회(SEC) 규정에 따라 2021년 연례 주주총회와 관련하여 회사 주주 위임장 권유 참여자로 간주되는 자의 회사에 대한 주식 보유 또는 기타 직간접적 이해관계에 관한 정보는 2021년 연례 주주총회와 관련하여 제출된 회사의 최종 위임장 설명서 및 SEC에 제출된 기타 관련 문서에 명시되어 있습니다. 또한 회사의 임원 및 이사에 대한 정보는 2021년 7월 31일에 마감된 회계연도에 대한 10-K 양식의 회사 연례 보고서, 회사 및 해당 인물이 SEC에 제출한 기타 서류에서 확인할 수 있습니다.
PCMTL
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투자자 연락처
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