Comtech Telecommunications Corp. Enters Into Cooperation Agreement with Investor Group

Comtech Telecommunications Corp. (NASDAQ: CMTL) announced on November 17, 2024, the entry into a Cooperation Agreement with an Investor Group composed of Fred Kornberg, Michael Porcelain, and Oleg Timoshenko. The agreement stipulates several key provisions to streamline cooperation between the parties.

As per the Cooperation Agreement, Comtech’s Board of Directors appointed Michael J. Hildebrandt to serve on the Board and nominated him for election at the company’s 2024 Annual Meeting of Stockholders. Mr. Hildebrandt will be a member of the Audit Committee and Nominating and Governance Committee. The agreement also includes the withdrawal of two incumbent directors’ renomination at the same meeting. Additionally, the Investor Group has agreed to support Comtech’s director slate for election at the annual meeting.

Further under the Cooperation Agreement, both Comtech and the Investor Group will work together to identify another independent director to join the Board in the future. This newly appointed director, together with Mr. Hildebrandt, will be termed the “New Directors.” The agreement encompasses various clauses, including standard standstill restrictions, provisions for voting, and mutual releases from campaign-related claims.

The Cooperation Agreement is set to continue until 30 days before the stockholders’ deadline to nominate directors for the company’s 2025 Annual Meeting, with amendments contingent on Comtech’s offer to renominate the New Directors for the 2025 Annual Meeting. Furthermore, the Company may engage in periodic discussions with Michael Porcelain, but acceptance of any recommendations from him is not obligatory.

In a concurrent move, effective November 18, 2024, Comtech Telecommunications Corp. appointed Michael J. Hildebrandt as an independent director, a member of the Audit Committee, and Nominating and Governance Committee. Mr. Hildebrandt, a seasoned Senior Investment Professional at Freshford Capital, brings a wealth of experience from various investment roles.

The Company also released a press statement on November 18, 2024, highlighting the executed Cooperation Agreement and Mr. Hildebrandt’s appointment to the Board.

For more information, the full Cooperation Agreement and additional details can be found in the Company’s official filings with the U.S. Securities and Exchange Commission (SEC).

This press release contains forward-looking statements, and investors are advised to carefully consider the risks and uncertainties outlined in the Company’s SEC filings. Participating individuals in this solicitation are detailed in the Company’s proxy materials available on the SEC’s website.

The Company’s Investor Relations contact is Maria Ceriello at [email protected], and media inquiries can be directed to Jamie Clegg at [email protected] or to Joele Frank, Wilkinson Brimmer Katcher representatives at 212-355-4449.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Comtech Telecommunications’s 8K filing here.

Comtech Telecommunications Company Profile

Comtech Telecommunications Corp., together with its subsidiaries, engages in the provision of next-gen telecommunication solutions in the United States and internationally. The company’s Satellite and Space Communications segment offers satellite ground station technologies, services and system integration that facilitates the transmission of voice, video, and data over GEO, MEO and LEO satellite constellations, including solid-state and traveling wave tube power amplifiers, modems, VSAT platforms, and frequency converters; and satellite communications and tracking antenna systems, including high precision full motion fixed and mobile X/Y tracking antennas, RF feeds, reflectors, and radomes.