Independent Directors of KVH Industries Issue Letter to Shareholders
04 June 2021 - 6:50AM
Business Wire
Company’s Strategy is Working and Positive
Momentum is Clear
Believe KVH’s Two Independent Director Nominees
Bring the Fresh Perspectives and Right Skill Sets to Help Oversee
Management and Successfully Execute Strategy
Independent Directors Have Serious Concerns
about VIEX’s Nominees – Including Their Troubling Track Records,
Lack of Any Specific Ideas for Improving KVH and Disregard for
Boardroom Diversity
Urge Shareholders to Vote for KVH’s Highly
Qualified Candidates on the BLUE Proxy Card
The independent members of the Board of Directors (the
“Independent Directors”) of KVH Industries, Inc., (Nasdaq: KVHI) –
Mark S. Ain, Danielle M. Barrett, James Dodez, Stanley K. Honey,
Robert Tavares and Charles R. Trimble – 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/2021/06/KVH-Shareholder-Letter-June-3-Final.pdf
The letter highlights the following:
- KVH’s progress in executing against its strategy is clear – and
shareholders are seeing results. This positive momentum is
reflected in the Company’s total shareholder return of 66% over the
past year and 29% year-to-date.1
- After years of focused investment, KVH’s shift towards
innovative service offerings and new products and solutions is set
to drive more predictable, higher-margin revenue. The Independent
Directors are confident this progress will continue to translate
into greater value for shareholders.
- In order to help oversee management and the successfully
execute KVH’s strategy, the Board has been focused on ensuring
there are individuals with fresh perspectives and the right skill
sets in the boardroom. Both of KVH’s independent nominees for the
upcoming 2021 annual meeting – Cielo Hernandez and Cathy-Ann
Martine-Dolecki – have valuable experience as leaders in industries
directly relevant to KVH’s business and would be highly valuable to
the Board and the Company.
- The Independent Directors have serious concerns about the VIEX
nominees, Eric Singer (also VIEX’s founder and managing member) and
John Mutch. In its investor presentation issued on May 27, VIEX
fails to offer any specific ideas for improving KVH, and merely
expresses the same generic criticisms that VIEX and Eric Singer
have made at other companies they have targeted in the past.
- Most concerning to the Independent Directors is that in 2018
Mr. Singer was found by a Delaware court to have breached his
fiduciary duty of loyalty to shareholders when he was on the board
of PLX Technology Inc.2 According to the ruling, after being
appointed Chair of a Special Committee to explore strategic
alternatives, he was found to have effectively misled his fellow
directors in order to “rig the bid” for his preferred acquirer. In
the view of the Independent Directors, managing a sales process
with integrity is among the most sacrosanct duties of a director.
The Independent Directors believe that having violated that trust
so egregiously is disqualifying for any director candidate.
The Board strongly encourages shareholders to vote for its two
exceptional and high-integrity nominees, Ms. Hernandez and Ms.
Martine, on the BLUE proxy card, to help preserve KVH’s
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 21, 2021.
2 In re PLX Tech. Inc. S’holders Litig., CONSOLIDATED C.A. No.
9880-VCL, at 103 (Del. Ch. Oct. 16, 2018).
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version on businesswire.com: https://www.businesswire.com/news/home/20210603006044/en/
Media Contact: Sloane & Company Dan Zacchei / Joe
Germani dzacchei@sloanepr.com / jgermani@sloanepr.com Investor
Contact: D.F. King & Co., Inc. Edward McCarthy (212)
269-5550 KVH@dfking.com
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