FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972025-02-132025-02-13


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 13, 2025
0-7928
Date of Report
(Date of earliest event reported)
Commission File Number
Comtech_logo_full_color_light_bkgrnd no tag horizontal (1) (002)_SIDE BY SIDE.jpg
(Exact name of registrant as specified in its charter)
Delaware11-2139466
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification Number)
305 N 54th Street,
Chandler, Arizona 85226
(Address of Principal Executive Offices) (Zip Code)
(480) 333-2200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, par value $0.10 per shareCMTLNASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On February 13, 2025, the Board of Directors (the “Board”) of Comtech Telecommunications Corp. (“Comtech” or the “Company”) appointed Mr. David B. Kagan as an independent director. Mr. Kagan, 63, served as chief executive officer of Globalstar, Inc. (NASDAQ: GSAT), a leading provider of satellite solutions, from September 2018 to September 2023, where he also served as president and chief operating officer from December 2017 to September 2018 and from January 2016 to March 2017. From March 2017 to November 2017, he was the chief operating officer of SpeedCast International Limited. Mr. Kagan previously served as president of ITC Global LLC from August 2014 to September 2015, and president and chief executive officer of Globe Wireless LLC from June 2011 until it was sold to Inmarsat in August 2014. Prior to that, he served as president and chief executive officer of Maritime Telecommunications Network from January 1997 to December 2008. Mr. Kagan currently serves on the Boards of KVH Industries, Inc. (NASDAQ: KVHI) and AscendArc, Inc., and was inducted into the Satellite Hall of Fame in March 2023. He holds a master’s degree of Business Administration from Florida Atlantic University and a bachelor’s degree in both Finance and Marketing from the University of South Florida, Tampa.

The Board has determined that Mr. Kagan qualifies as an independent director in accordance with the requirements of the Nasdaq Stock Exchange. Mr. Kagan will serve on the Audit Committee of the Board.

There are no other arrangements or understandings between Mr. Kagan and any other persons pursuant to which Mr. Kagan was selected as a director, and there are no transactions in which Mr. Kagan has an interest which requires disclosure under Item 404(a) of Regulation S-K. Mr. Kagan will receive compensation for service on the Board in accordance with the standard compensatory arrangement described in the Company’s proxy statement filed on November 27, 2024 for non-employee directors. In connection with his appointment, Mr. Kagan and the Company will enter into an Indemnification Agreement in the same form as the Form of Indemnification Agreement which was previously filed as Exhibit 10.1 to the Company’s Form 8-K filed on December 13, 2024.

On February 18, 2025 the Company issued a press release announcing the appointment of Mr. Kagan, a copy of which is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL Document).


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
Dated:    February 18, 2025
By:    /s/ Michael A. Bondi    
Name:    Michael A. Bondi
Title:    Chief Financial Officer
            




EXHIBIT 99.1
 

Comtech Appoints David B. Kagan to its Board of Directors

CHANDLER, Ariz. – Feb. 18, 2025 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today announced that the Comtech Board of Directors (the “Board) has appointed David (Dave) B. Kagan as an independent director to the Board, effective February 13, 2025.

Mr. Kagan has deep experience leading satellite communications companies over the course of his career, which spans more than 35 years. Most recently, he served as CEO of Globalstar, where he drove significant top and bottom line improvements. He also expanded Globalstar’s services beyond the legacy of one-way messaging and GPS to focus on satellite IoT and was a key contributor in securing the industry's first service offering enabling direct-to-device satellite capability. Before that, he served in leadership roles at ITC Global, Globe Wireless and Spacenet, among others.

“We are delighted to welcome Dave Kagan to the Comtech Board,” said Ken Traub, Chairman, President and CEO of Comtech. “Dave brings both deep experience in the satellite industry as well as strength in capital markets, turnarounds and strategic transactions which will be invaluable as we continue to execute on the comprehensive transformation of Comtech.”

“I am thrilled to join the Comtech Board,” said Mr. Kagan. “I look forward to working with my fellow directors and this highly engaged leadership team as it continues to execute on the recently announced strategic transformation.”

About David B. Kagan

Mr. Kagan, 63, served as chief executive officer of Globalstar, Inc. (NASDAQ: GSAT), a leading provider of satellite solutions, from September 2018 to September 2023, where he also served as president and chief operating officer from December 2017 to September 2018 and from January 2016 to March 2017. From March 2017 to November 2017, he was the chief operating officer of SpeedCast International Limited. Mr. Kagan previously served as president of ITC Global LLC from August 2014 to September 2015, and president and chief executive officer of Globe Wireless LLC from June 2011 until it was sold to Inmarsat in August 2014. Prior to that, he served as president and chief executive officer of Maritime Telecommunications Network from January 1997 to December 2008. Mr. Kagan currently serves on the Boards of KVH Industries, Inc. (NASDAQ: KVHI) and AscendArc, Inc., and was inducted into the Satellite Hall of Fame in March 2023. He holds a master’s degree of Business Administration from Florida Atlantic University and a bachelor’s degree in both Finance and Marketing from the University of South Florida, Tampa.
 
About Comtech
 
Comtech Telecommunications Corp. is a leading provider of satellite and space communications technologies; terrestrial and wireless network solutions; Next Generation 911 (NG911) and emergency services; and cloud native capabilities to commercial and government customers around the world. Through its culture of innovation and employee empowerment, Comtech leverages its global presence and decades of technology leadership and experience to create some of the world’s most innovative solutions for mission-critical communications. For more information, please visit www.comtech.com.








Cautionary Note Regarding Forward-Looking Statements

Certain information in this press release contains, and oral statements made by our representative from time to time may contain, forward-looking statements. Forward-looking statements can be identified by words such as: "anticipate," "believe," "continue," "could," "estimate," "expect," "future," "goal," "outlook," "intend," "likely," "may," "plan," "potential," "predict," "project," "seek," "should," "strategy," "target," "will," "would," and similar references to future periods. Forward-looking statements include, among others, statements regarding our expectations for our strategic alternatives process, our expectations for further portfolio-shaping opportunities, our expectations for other operational initiatives, future performance and financial condition, the plans and objectives of our management and our assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under our control which may cause our actual results, future performance and financial condition to be materially different from the results, performance or other expectations implied by these forward-looking statements. Factors that could cause actual results to differ materially from current expectations are described in our filings with the Securities and Exchange Commission. We urge you to consider all of the risks, uncertainties and factors identified above or discussed in such reports carefully in evaluating the forward-looking statements. The risks described above are not the only risks that we face. We do not intend to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

 
Investor Relations Contact
 
Maria Ceriello
631-962-7102
investors@comtech.com
 
Media Contact
 
Jamie Clegg
480-532-2523
jamie.clegg@comtech.com
 
 

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Cover
Feb. 13, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 13, 2025
Entity File Number 0-7928
Entity Registrant Name COMTECH TELECOMMUNICATIONS CORP /DE/
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 11-2139466
Entity Address, Address Line One 305 N 54th Street
Entity Address, Address Line Two
Entity Address, City or Town Chandler
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85226
City Area Code 480
Local Phone Number 333-2200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.10 per share
Trading Symbol CMTL
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000023197
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