Business is Emerging from COVID-19 Pandemic
with Significant Momentum
Company’s Two New Independent Director
Candidates – Cielo Hernandez and Cathy-Ann Martine-Dolecki – Would
Bring Fresh Insights and Valuable Industry Expertise to the KVH
Board
Believes VIEX Nominees Are Not the Right Fit
for the Board Given Troubling Track Record and Lack of Directly
Relevant Experience
Urges Shareholders to Vote for KVH’s Highly
Qualified Candidates on the BLUE Proxy Card
KVH Industries, Inc., (Nasdaq: KVHI), today issued a letter to
shareholders in connection with the Company’s upcoming annual
meeting of shareholders to be held on June 17, 2021.
The full text of the letter is available at:
https://protectkvh.com/wp-content/uploads/2021/05/KVH-Shareholder-Letter-May-17.pdf.
The letter highlights the following:
- KVH is executing on a focused, long-term strategy to deliver
value for shareholders and recently reported a 16% increase in
revenue for the first quarter over the same period last year.
- The Company has emerged from the challenges of the COVID-19
pandemic with significant momentum – outperforming many competitors
and peers: KVH’s stock price is up 73% over the past year and 28%
year-to-date,1 exceeding the returns of key indices including the
S&P 500, Russell 2000, Russell 3000, and the Nasdaq.
- KVH has nominated two new highly qualified independent director
candidates – Cielo Hernandez and Cathy-Ann Martine-Dolecki – both
of whom have valuable experience as leaders in industries directly
relevant to KVH’s business.
- The nominees put forth by activist investor VIEX Capital do not
have relevant experience and appear to have no plan and little
knowledge of KVH’s businesses. One of the nominees, VIEX’s founder
and managing member Eric Singer, has a troubling track record. He
has served on the boards of 12 public companies in the last decade;
each one of those companies underperformed the S&P 500 and the
Russell 3000 during his tenure.2 Worse, Mr. Singer has the rare
distinction of having been found by the Delaware Chancery Court of
having breached his fiduciary duty of loyalty to public company
shareholders by purposefully withholding material information from
his fellow directors about the intentions of a bidder in order to
further his “divergent” interests.3
The Board strongly encourages shareholders to vote for its two
exceptional and high-integrity nominees, Ms. Hernandez and Ms.
Martine-Dolecki, on the BLUE proxy card to help preserve our
momentum.
For additional information, please visit www.ProtectKVH.com.
About KVH Industries, Inc. KVH Industries, Inc., (Nasdaq:
KVHI), is a global leader in mobile connectivity and inertial
navigation systems, innovating to enable a mobile world. The market
leader in maritime VSAT, KVH designs, manufactures, and provides
connectivity and content services globally. KVH is also a premier
manufacturer of high-performance sensors and integrated inertial
systems for defense and commercial applications. Founded in 1982,
the Company is based in Middletown, RI, with research, development,
and manufacturing operations in Middletown, RI, and Tinley Park,
IL, and more than a dozen offices around the globe.
KVH is a registered trademark of KVH Industries, Inc.
Additional Information and Where to Find It The Company
has filed a definitive proxy statement and a form of associated
BLUE proxy card with the U.S. Securities and Exchange Commission
(the “SEC”) in connection with the solicitation of proxies for the
Company’s 2021 Annual Meeting of Stockholders (the “Definitive
Proxy Statement”). THE COMPANY’S STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING
BLUE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The
Company’s stockholders may obtain the Definitive Proxy Statement,
any amendments or supplements to the Definitive Proxy Statement and
other documents filed by the Company with the SEC free of charge at
the SEC’s website at www.sec.gov. Copies are also available free of
charge at the Company’s website at www.kvh.com.
Certain Information Regarding Participants The Company,
its directors and certain of its executive officers are
participants in the solicitation of proxies from the Company’s
stockholders in connection with the matters to be considered at the
Company’s 2021 Annual Meeting of Stockholders. Information about
the Company’s directors and executive officers is available in the
Definitive Proxy Statement filed with the SEC on May 17, 2021 and,
with respect to directors and executive officers appointed
following such date, will be available in certain of the Company’s
other SEC filings made subsequent to the date of the Definitive
Proxy Statement. To the extent holdings of the Company’s securities
by such directors or executive officers have changed since the
amounts printed in the Definitive Proxy Statement, such changes
have been or will be reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Changes in Beneficial
Ownership on Form 4 filed with the SEC.
Forward-Looking Statements Certain statements in this
communication constitute “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Statements
preceded by, followed by or that otherwise include the words
“believes,” “expects,” “anticipates,” “intends,” “projects,”
“estimates,” “plans,” “may increase,” “may fluctuate,” “will,”
“should,” “would,” “may” and “could” or similar words or
expressions are generally forward-looking in nature and not
historical facts. Any statements that refer to outlook,
expectations or other characterizations of future events,
circumstances or results are also forward-looking statements.
Important risks, assumptions and other important factors that could
cause future results to differ materially from those expressed in
the forward-looking statements are specified in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020 and
its Quarterly Reports on Form 10-Q for any subsequent periods under
headings such as “Cautionary Statement Regarding Forward-Looking
Information,” “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and in
other filings and furnishings made by the Company with the SEC from
time to time. The Company undertakes no obligation to release
publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events.
1 As of market close on May 14, 2021. 2 Companies include: A10
Networks, Inc., Immersion Corporation, Quantum Corporation,
RhythmOne plc, YuMe, Inc., Support.com, Inc., Numerex Corp.,
TigerLogic Corporation, IEC Electronics Corp., Meru Networks, Inc.,
PLX Technology, Inc., Sigma Designs, Inc. 3 In re PLX Tech. Inc.
S’holders Litig., CONSOLIDATED C.A. No. 9880-VCL, at 103 (Del. Ch.
Oct. 16, 2018).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210517005440/en/
Media:
Sloane & Company Dan Zacchei / Joe Germani
dzacchei@sloanepr.com / jgermani@sloanepr.com
Investors:
D.F. King & Co., Inc. Edward McCarthy (212) 269-5550
KVH@dfking.com
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