Neuberger Berman calls off Verint proxy challenge, both companies say

A Manhattan asset manager that demanded greater transparency from the executives of Verint Systems Inc. has called off a proxy challenge and withdrawn a slate of three directors, the companies announced Thursday.

As part of the agreement, Verint agreed to name an additional director to its board no later than Dec. 31.

The settlement came three days after Melville-based Verint and Neuberger Berman Investment Advisors LLC sent dueling letters to the shareholders of the provider of systems used for managing call centers and conducting cybersecurity investigations.

The settlement calls for Verint's board of directors to "work in good faith" to appoint an additional director with experience as a senior software industry executive as soon as possible.

The June 3 shareholder letter by Neuberger Berman said the board included only one member with "senior executive software experience."

In previous filings, Neuberger Berman also questioned whether there was synergy between Verint's two business lines, but stopped short of calling for them to be separated.

In the first quarter ended April 30, Verint and its subsidiaries posted a 9 percent increase in revenue to $315.3 million, including $207.1 million from the call center business and $108.2 million from the cyberintelligence segment.

In the joint statement, Benjamin Nahum, the Neuberger Berman managing director who had led the proxy challenge, said Verint's commitment to provide "enhanced disclosures" will drive investor value.

Verint chairman and chief executive Dan Bodner said the company continues "to evolve our disclosure" and pointed to "long-term targets and new cloud metrics" in recent shareholder communications.

Executives from Verint and Neuberger Berman, which controls 1.7 million shares of Verint common stock as of June 5, declined to comment beyond the news release.

Neuberger Berman launched the proxy challenge in April to unseat three incumbent Verint directors, including former NYPD commissioner Howard Safir.

In 2002, Verint, a unit of Long Island-based Comverse Technology, was spun off as a public company.

By Ken Schachter

kenneth.schachter@newsday.comkschach

Ken Schachter covers corporate news, including technology and aerospace, and other business topics for Newsday. He has also worked at The Miami Herald and The Jerusalem Post.