Comtech and Outerbridge Agree to Unified Slate of Directors
Outerbridge to support reelection of
Fiscal 2021 Annual Meeting of
Outerbridge will support the nomination of
Judy Chambersand Larry Waldmanto the Board.
The Comtech Board of Directors will appoint
Wendi Carpenterto the Board effective with the appointments of Michael Porcelainand Mark Quinlanto 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.
Comtechand Outerbridge are working with a leading search firm to identify candidates.
December 17, 2021Annual 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.
“This is the right outcome for
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
Certain information in this letter contains statements that are forward-looking in nature and involve certain significant risks and uncertainties, including about our business trajectory, future revenue and sales, acquisition strategy, management and governance changes, and growth. Actual results could differ materially from such forward-looking information. Risks and uncertainties that could impact these forward-looking statements include: the possibility that the expected synergies and benefits from recent acquisitions will not be fully realized, or will not be realized within the anticipated time periods; the risk that the acquired businesses will not be integrated with the Company successfully; the possibility of disruption from recent acquisitions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that the Company will be unsuccessful in implementing a tactical shift in its Government Solutions segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products with higher margins; the nature and timing of receipt of, and the Company's performance on, new or existing orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; adjustments to gross profits on long-term contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements and enhancements; changing customer demands and or procurement strategies; changes in prevailing economic and political conditions; changes in the price of oil in global markets; changes in foreign currency exchange rates; risks associated with the Company's legal proceedings, customer claims for indemnification, and other similar matters; risks associated with the Company’s obligations under its Credit Facility; risks associated with the Company's large contracts; risks associated with the COVID-19 pandemic and related supply chain disruptions; and other factors described in this and the Company's other filings with the
Additional Information and Where to Find It
Participants in the Solicitation
The Company, its directors, and certain of its executive officers are, and certain other members of management and employees of the Company may be deemed, “participants” in the solicitation of proxies from stockholders in connection with the matters to be considered at the 2021 Annual Meeting. Information regarding the direct and indirect interests, by security holdings or otherwise, in the Company of the persons who are or may be, under the rules of the
Comtech Investor Relations