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Comtech comments on Director nominations notice

Comtech Telecommunications Corp. today confirmed receipt of notice from Outerbridge Capital Management of its intention to nominate three individuals to stand for election to Comtech’s Board of Directors at the company’s 2021 Annual Meeting of Stockholders, which the Board anticipates will be held in December 2021.

The company issued the following statement: Comtech’s Board and management team maintain regular, open dialogue with investors and value their input. As part of this engagement, Comtech’s Chairman and CEO, President and COO, CFO, and members of the Board met with Outerbridge several times since June when it first issued a public letter to the company’s Board. During these interactions, Outerbridge has exhibited little understanding of Comtech’s business and the significant strategic actions the company has taken to enhance shareholder value while successfully navigating the impact of the pandemic on the business and its end markets.

Nevertheless, Comtech representatives listened closely to Outerbridge’s views and the Board’s Nominating and Governance Committee initiated a fair and thoughtful evaluation process in August when Outerbridge proposed two individuals as director candidates. As recently as last week, Comtech was engaged in good faith dialogue with Outerbridge about those individuals. Having invested considerable time and effort in this process, Comtech has now been presented with completely different candidates that Outerbridge has never mentioned before despite numerous discussions on the topic, which is not the path to a constructive resolution.

The Comtech Board is committed to sound corporate governance practices and maintaining the right mix of skills, experience, diversity and viewpoints through ongoing refreshment. Its Nominating and Governance Committee will review the newly proposed candidates in accordance with its standard procedures. The Board will then present its recommended slate of director nominees in Comtech’s definitive proxy statement, which will be published prior to the 2021 Annual Meeting.

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