Verint Systems Inc. (VRNT) Earnings Call Transcript & Summary

Good day, and welcome to the Verint Systems 2020 Annual Meeting of Stockholders. The meeting is about to begin. I will now hand the floor over to Dan Bodner, Chairman and CEO of Verint Systems. Mr. Bodner, the floor is yours.

Good morning, ladies and gentlemen. I'm Dan Bodner, Chairman of the Board and CEO of Verint Systems. It's my pleasure to welcome all of you to the 2020 Annual Meeting of Stockholders of Verint Systems, which is being held in virtual-only format this year due to public health concerns related to COVID-19 and to help protect the health and safety of our stockholders, directors and employees. I will act as Chairman of this annual meeting. And Jonathan Kohl, Corporate Secretary of the company, will act as Secretary for this meeting. And I would like also to introduce Mr. Peter Fante, Chief Administrative Officer; Mr. Douglas Robinson, Chief Financial Officer; Mr. Alan Roden, Senior Vice President of Corporate Development; Mr. Jody Gallegos, Associate General Counsel; and Mr. Matthew Frankel from our Investor Relations group, each of whom is participating through the virtual online platform. The directors also participating through the online platforms are: John Egan, Stephen Gold, Penelope Herscher, William Kurtz, Andrew Miller, Richard Nottenburg, Howard Safir, Earl Shanks and Jason Wright. Will the Secretary please report on the giving of notice of this meeting.

Mr. Chairman, I present to the meeting at this time a copy of the notice of Internet availability of proxy materials, notice of meeting, proxy statement and formal proxy card that were sent or made available via the Internet to the company's stockholders in connection with the 2020 Annual Meeting. I also present an affidavit of an official of Broadridge Financial Solutions, our mailing agent, to the effect that commencing on May 8, 2020, copies of the notice of Internet availability were mailed to the stockholders of record of the company as of April 27, 2020, which is the record date fixed by the Board of Directors for determining the stockholders of the company entitled to notice of and to vote at the annual meeting. I also present a certified list of the holders of record of the common stock of the company, arranged in alphabetical order, giving the name, address and number of shares held by each stockholder of record at the close of business on the record date. Such list is open to the examination of any stockholder of the company during ordinary business hours for a period of at least 10 days prior to this annual meeting. The list of stockholders will be kept open during the meeting and is available for inspection by any stockholder or his or her proxy through the online virtual meeting platform. The notice of Internet availability, notice of meeting, proxy statement, formal proxy card and the list of stockholders will be filed with the minutes of this meeting.

This meeting has been duly noticed and called in accordance with applicable law and the company's bylaw. Under the authority granted to me by the Board of Directors, I hereby appoint Gary Wozniak of Broadridge as inspector of election for the meeting and any adjournment or postponement thereof to conduct the vote with respect to the following: One, the election of the following nominees to the Board of Directors: Myself, Dan Bodner; John Egan; Stephen Gold; Penelope Herscher; William Kurtz; Andrew Miller; Richard Nottenburg; Howard Safir; Earl Shanks; and Jason Wright. Two, the ratification of the appointment of Deloitte & Touche as independent registered public accountants of the company for the fiscal year ending January 31, 2021. Three, the approval on the nonbinding advisory basis of the compensation of the named executive officers, as disclosed in the proxy statement. And four, the transaction of such other business as may properly come before the annual meeting or any adjournment or postponement thereof. Mr. Wozniak has executed an oath of inspector of election, which has been delivered to the company's Corporate Secretary and will be filed with the minutes of this meeting.

The total number of outstanding shares of capital stock that are entitled to vote at this meeting is 64,525,660. Under applicable law and the company's bylaws, for there to be a quorum for the consideration of any matter at this meeting, they must be present in person or by proxy the holders of a majority of the issued and outstanding shares of capital stock of the company entitled to vote at the meeting as of the record date. Any stockholders present who wish to vote during the meeting may do so using the online platform. Will the inspector of election kindly submit his report of the number of capital stock present in person or by proxy for the matters contemplated to be considered at this meeting.

Mr. Chairman and Mr. Secretary, I have examined the proxies submitted and hereby state that they are represented by proxies at least 32,262,831 shares of capital stock of the company. Thus, there are represented at this meeting in person or represented by proxy a majority of the outstanding shares of capital stock of the company entitled to vote at this meeting.

In view of the fact that they are present in person or by proxy stockholders holding the majority of the issued and outstanding shares of capital stock as of the record date, I declare that a quorum is present for the matters to be considered at this Annual Meeting of Stockholders. And we will now proceed with the formal business of our agenda.

The process for each item on the agenda will be as follows. I will first introduce each of the proposals on the agenda. I will then open the floor to questions on the various proposals. If any stockholder present has a question that is pertinent to any of the specific matters being presented at this meeting that he or she would like to direct to the officers or directors of the company, he or she must type their question into the Ask a Question field in the online platform and click Submit. We will be happy to try to answer your questions as time allows during this meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. Please note that we will only be responding to questions related to the meeting agenda, and that this meeting is not to be used as a forum to present personal matters or general economic, political or other views that are not directly pertinent to the matters on the agenda. Guidelines for submitting written questions during this meeting are available in the rules of conduct for the meeting, which are available on the virtual platform. The Q&A period for this meeting will be limited to 30 minutes. Following the conclusion of the Q&A period, discussions with respect to the proposals will be closed. Once all the proposals on the agenda have been introduced and the Q&A period has been closed, the Chairman will submit the proposals to the vote of the stockholders. The polls will be open from the beginning of the meeting and will close promptly following the presentation of the third and final agenda item. For each proposal, each holder of shares of common stock entitled to vote will have the right to 1 vote for each share of common stock recorded in his or her name. The first order of business to be voted on is the election of the 10 directors mentioned previously and identified in the proxy statement, each to serve for a 1-year term or until a successor is elected and qualified. The Board of Directors has recommended a vote in favor of each of the nominees.

I hereby declare Dan Bodner, John Egan, Stephen Gold, Penelope Herscher, William Kurtz, Andrew Miller, Richard Nottenburg, Howard Safir, Earl Shanks and Jason Wright duly nominated. The company has not received due notice of any other nominations by a stockholder. Therefore, I declare the nominations closed.

The second order of business to be voted on is the ratification of the appointment of Deloitte & Touche as the independent registered public accountants of the company for the year ending Jan 31, 2021. The appointment of Deloitte & Touche has been approved by the Audit Committee of the company, which is comprised solely of independent directors and recommended to the Board of Directors to the stockholders for ratification. Representatives of Deloitte & Touche are also in attendance and available to answer any questions stockholders may have for them. The third order of business to be voted on is the approval, on a nonbinding advisory basis, of the compensation of the named executive officers as disclosed in the proxy statement. The Board of Directors has recommended a vote in favor of this proposal. I now open the floor to any questions with respect to any of these proposals. Mr. Frankel, will you please read any pertinent questions you have received one by one. Mr. Bodner will then assign one of the directors or officers to respond to each question as they are read.

Mr. Chairman, there are no questions on any of the proposals.

We received no notices of other business to come before this meeting. Q&A and discussion have been closed as to the proposal on the agenda. Each proposal is now submitted for voting by the stockholders.

The polls have been open as to all agenda items since the beginning of the meeting. I now declare the polls closed. The inspector of election will now complete the tabulation of the ballots with respect to the proposals. Will the inspector please read his report on the results of the balloting when he's ready.

Mr. Chairman, each of the 10 nominees for director have received a plurality of the votes cast in favor of their election. On proposal 2, a majority of the votes cast were in favor of the appointment of Deloitte & Touche LLP as Verint's independent registered public accountants for the fiscal year ending January 31, 2021. On proposal 3, a majority of the votes cast were in favor of the approval of the compensation of the named executive officers.

From the report of the inspector, it appears, and I now declare that on proposal 1, the stockholders have selected the following 10 individuals to the Board of Directors each to serve for 1-year term or until a successor is elected and qualified: Dan Bodner, John Egan, Stephen Gold, Penelope Herscher, William Kurtz, Andrew Miller, Richard Nottenburg, Howard Safir, Earl Shanks and Jason Wright. Proposal 2, the ratification of Deloitte & Touche as the company's independent registered public accountants for the year ending January 31, 2021, has been approved by the stockholders. Proposal 3, the approval on a nonbinding advisory basis of the compensation of the named executive officers as disclosed in the proxy statement has been approved by the stockholders. The inspector of election will now execute his report and submit it to the secretary, who will file it in the minute book of the company, along with the minutes of the meeting. There being no further business, I now declare this meeting adjourned. Thank you for your participation.

Thank you, ladies and gentlemen. This does conclude today's meeting. You may disconnect your lines at this time, and have a wonderful day. Thank you for your participation.