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Institutional shareholder wants to unseat 3 members of Verint's board

The Melville company is trying to thwart Neuberger Berman Group's efforts to replace members of its eight-person board of directors. 

Verint Systems in Melville, seen on January 2014.

Verint Systems in Melville, seen on January 2014. The firm is Long Island's ninth largest public company based on 2017 revenue. Credit: Steve Pfost

Verint Systems Inc., Long Island's ninth-largest public company, is seeking to thwart an institutional shareholder's effort to unseat three incumbent board members.

Verint chairman and chief executive Dan Bodner said in a statement Tuesday that "none" of the three insurgent candidates proposed by Neuberger Berman Group, a Manhattan-based mutual fund manager, "are additive to the current board."

In a government filing, Melville-based Verint, a maker of hardware and software used by corporate call centers and government law enforcement and intelligence agencies, urged shareholders to vote for all eight incumbent directors. 

Neuberger Berman has been proposing alternative board members since 2017, said Verint, which added one director proposed by Neuberger Berman, Penelope Herscher, in March 2017. 

In a proxy filing Tuesday, the company said it has had more than 20 phone conversations or in-person meetings with representatives of Neuberger Berman and urged shareholders to reject the money manager's three nominees.

In addition to Bodner, the board of directors includes former New York City police commissioner Howard Safir.

In a telephone interview, Benjamin H. Nahum, portfolio manager for the Neuberger Berman Intrinsic Value Fund, said that he has been "denied access" to the Verint board, being allowed to speak to only one independent director, and questioned why the company is "being so defensive."

Nahum said Verint has made some ill-advised acquisitions, been "halfhearted" in instituting a share-buyback program and been "inconsistent" in messages about whether the company should split its call-center and cyberintelligence businesses.
He said that Verint's shareholder value has lagged competitors such as NICE Ltd., a Ra'Anana, Israel, software company with a market capitalization of $7.6 billion compared with Verint's roughly $4 billion.

"Why hasn't this team won the World Series yet?" Nahum asked of Verint.

A statement by Verint, meanwhile, pointed to an increase in the stock price of about 56 percent in the past 12 months.

"We are committed to continuing to refresh our board with qualified directors focused on driving incremental shareholder value, including with candidates proposed by our stockholders, but we are doing this as part of a long-term and orderly process to find the best candidates,” the company said.

Shares closed Tuesday at $62.04, up 1.17 percent.

Verint's revenue of $1.14 billion in 2017 ranked it ninth among public companies based on Long Island. In the year ended Jan. 31, revenue climbed to $1.23 billion, with the call center business contributing about $796 million and the cyberintelligence unit $433 million.

Following last month's fourth-quarter earnings report, analyst Daniel Ives of Los Angeles-based Wedbush Securities said in a research note that the company's investments in cloud computing, machine learning and robotics were beginning to pay off in both its call center and cybersecurity businesses.

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