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Filing seeks to unseat Hauppauge firm's board members

In the proxy challenge filed Wednesday, Neuberger Berman Group said that "Verint's total stockholder return has lagged ... the broader market as a whole," an assertion the company disputes.

Dan Bodner, CEO of Verint Systems Inc. seen

Dan Bodner, CEO of Verint Systems Inc. seen on June 25, 2014.  Photo Credit: Newsday/Audrey C. Tiernan

A mutual fund manager has rolled out a proxy challenge to unseat three incumbent directors of Melville-based Verint Systems Inc., including former NYPD Commissioner Howard Safir.

In the proxy challenge filed Wednesday, Neuberger Berman Group said Verint has a market capitalization of "just" $4 billion despite spending about $2.1 billion on acquisitions and $1.9 billion on research and development over the past 12 years.

"Over the past 15 years, Verint's total stockholder return has lagged both the broader market as a whole as well as Verint's closest peer, NICE Ltd.," the filing said.

Verint's 15-year stock price gain, including dividends, was 96.6 percent versus 225.7 percent for the Standard & Poor's 500 index and 745.2 percent for NICE, a software company based in Ra'Anana, Israel.

A Verint spokesman said in a statement Thursday the Neuberger Berman proxy contains "misleading statements" and the company is "committed" to refreshing the board.

"We are therefore confused by their assertion that we won't commit to discussing these topics, as well as their intent to proceed with an unnecessary proxy fight," the statement said. 

A spokesman for Manhattan-based Neuberger Berman, owner of 2.7 percent of Verint's outstanding common stock, said the money manager would have no comment beyond what was in the proxy.

Shares of Verint, Long Island's ninth largest company based on 2017 revenue of $1.14 billion, fell 0.93 percent to $60.75 at the close of trading Thursday. Twelve months ago the stock was trading at $41.55.

>In an earlier reaction to Neuberger Berman's expected proxy challenge, Verint issued a statement from chairman and CEO Dan Bodner defending the incumbent directors "as highly qualified individuals" and saying the company has adopted a "new growth strategy" over the past two years that has driven shares up about 56 percent over the past 12 months.

The proposed Neuberger Berman slate aims to replace board members John Egan, managing partner of Egan-Managed Capital; Richard Nottenburg, executive partner at private equity firm OceanSoundPartners LP, and Safir, who served as police commissioner during the administration of former New York City Mayor Rudy Giuliani.

The money manager seeks to add the following people to the eight-member board: Beatriz Infante, CEO of BusinessExcelleration LLC, a consultancy; Mark Greene, former CEO of credit analytics company Fair Isaac Corp., and Oded Weiss, former CEO of IGEFI Group, an investment software company.

Verint makes hardware and software for two major business segments: corporate call centers, and government law enforcement and intelligence agencies.

Neuberger Berman's proxy questioned whether Verint should retain those two businesses, "which are not synergistic," under its corporate umbrella.

"We believe that structure for a mid-sized publicly-traded business makes it difficult for the company to attract stockholders, who may only wish to invest in one, or the other, business," the proxy said. 

The results of proxy voting will be disclosed at Verint's annual meeting, whose date has not been disclosed.

Bodner has served as Verint's CEO since the company's founding in 1994.

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