Value Base says Neuberger Berman supports its proposals for Cognyte

Value Base, owner of approximately 9.33% of the ordinary shares of Cognyte Software, announced that its proposals at the Company’s September 4, 2024 annual shareholders meeting have received the support of global investment manager, Neuberger Berman, which announced its voting intentions. 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. Neuberg Berman highlighted: “We continue to have concerns with the company’s practice of not reporting key performance indicators 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.