UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
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Securities Exchange Act of 1934
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Preliminary
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Definitive
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Definitive
Additional Materials
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Soliciting
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KVH
INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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Set forth below is a communication first published, sent or given by KVH Industries, Inc. on June 3, 2021.
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We are the independent members of the Board of Directors (the “Independent Directors”) of
KVH Industries, Inc. (“KVH” or the “Company”). We believe it is imperative that you vote for
the election of Cielo Hernandez and Cathy-Ann Martine-Dolecki to the Board at the
upcoming annual meeting of KVH shareholders on June 17, 2021. You can do so by
returning the enclosed BLUE proxy card or using it to vote online.
The reason your vote is so critical this year is because an activist investor, VIEX Capital
(“VIEX”), has nominated two candidates of its own to the Board. As independent directors,
we are always open to outside viewpoints and concerns. However, we believe that having
these individuals on the Board would be detrimental to the Company and would not be in
the best interests of the rest of our shareholders.
OUR PROGRESS AND POSITIVE MOMENTUM ARE CLEAR
KVH’s strategy is working and shareholders are seeing results. After years of focused
investment, the Company’s shift towards innovative service offerings (such as our
AgilePlans connectivity as a service platform) and new products and solutions (such as our
Photonic Integrated Chip) is set to drive more predictable, higher-margin revenue. Further,
KVH has navigated the COVID-19 pandemic better than many of its competitors and has
emerged with significant momentum, which is reflected in our total shareholder return of
66% over the past year and 29% year-to-date. We also delivered 16% revenue growth in in
the first quarter.
As Quilty Analytics recently noted:
“KVH started 2021 on a strong note, reporting better than expected financial
results and encouraging trends in the mini-VSAT business, including: (1) double-
digit airtime growth, (2) record VSAT shipments for the second straight quarter, (3)
record customer demand for AgilePlans, and (4) a healthy margin improvement.”
– May 17, 2021
June 3, 2021
Dear Fellow KVH Industries Shareholder,
www.ProtectKVH.com 1
1
2
3
As of market close on May 21, 2021.
KVH Industries Reports First Quarter 2021 Results (May 5, 2021).
Quilty Analytics, Record VSAT Shipments and Customer Uptake of AgilePlans; Raising 2021 EBITDA by 65%
(May 17, 2021). Permission to use quote neither sought nor obtained.
1
2
3
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NOMINEES WITH FRESH PERSEPCTIVES AND THE RIGHT SKILL SETS
Despite our recent progress, we know there is still significant work to do in order for the
Company to reach its full potential. To help oversee management and the successful
execution of KVH’s strategy, the Board is focused on ensuring that there are individuals with
fresh perspectives and the right skill sets in the boardroom. That is why at the beginning of
this year, the Board began working with a leading independent search firm to identify new
director candidates. The result of this process was the selection of Ms. Hernandez and Ms.
Martine as nominees.
Both of these women are highly accomplished. They have global telecommunications,
commercial maritime, financial and executive leadership experience that will be valuable to
the Board and the Company. Their addition will continue the recent positive refreshment of
the KVH Board: if Ms. Hernandez and Ms. Martine are elected, four of our six independent
directors will have been added since the beginning of 2020, and half of the Independent
Directors will be female.
www.ProtectKVH.com 2
We are confident this progress will continue to translate into greater value for you, our
shareholders.
Our Board has Been Actively Refreshed
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www.ProtectKVH.com 3
VIEX and its nominees, Eric Singer (also VIEX’s founder and managing member) and John
Mutch, seem to have no interest in – or ideas for how to improve – our business. VIEX
nominated directors after only one call with one person at KVH, held shares for only two
months before nominating, and Mr. Singer refused to be interviewed by our Board without
an NDA.
In its 42-page investor presentation issued on May 27, VIEX does not mention AgilePlans,
our Photonic Integrated Chip technology or KVH Watch / IoT even once – despite these
being the most strategically crucial elements of the business. In its presentation, VIEX also
fails to offer any specific ideas for improving KVH, and merely expresses the same generic
criticisms VIEX and Eric Singer have made at other companies they have targeted in the
past.
Moreover, VIEX’s nominees have troubling records. For example, every one of the 12 public
company boards Mr. Singer has sat on for the past ten years has unperformed the S&P 500
and Russell 3000 on a total shareholder return (“TSR”) basis during his tenure. Mr. Mutch’s
track record as a director is also underwhelming, with his median TSR falling well short of
the S&P 500 and Russell 3000 indices.
Even more concerning 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
Technologies Inc. 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 our view, managing a
sales process with integrity is among the most sacrosanct duties of a director. To have
violated that trust so egregiously is disqualifying for any director candidate.
5
6
Source: FactSet and company filings. Data as of May 21, 2021. Eric Singer’s boards include all boards on which he has served
during the last ten years. 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. See also page 47 of investor presentation (June, 2021): KVH Industries: On Course for
Long-Term Value (source).
5
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OUR SERIOUS CONCERNS WITH VIEX AND ITS NOMINEES
4
4 VIEX Investor Presentation (May 27, 2021).
Source: FactSet and company filings. Data as of May 21, 2021. Data excludes tenures at Peregrine Systems and Brio Software,
for which trading data was unavailable.
7
7In re PLX Tech. Inc. S’holders Litig., CONSOLIDATED C.A. No. 9880-VCL, at 103 (Del. Ch. Oct. 16, 2018).
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www.ProtectKVH.com 4
Mr. Singer was also disruptive in the boardroom, according to testimony in the case, and
used tactics we do not regard as appropriate to push for his favored outcomes. According to
one member of PLX management, Mr. Singer, “routinely threatened management and board
members that he was going to sue them individually . . . if they didn't do what he wanted
them to do.” A former PLX director echoed this statement, noting that Mr. Singer “threatened
. . . lawsuits all the time. That was his mode of operation at that point.” The aforementioned
member of management also found that Mr. Singer was “combative and a bully,” and when
asked if Mr. Singer had been a bully in a specific meeting replied, “I’ve never seen him when
he wasn’t.”
Simply put, this type of behavior and this self-serving mindset are the antithesis of what we
want to see from our fellow directors and what we believe is in the best interests of KVH
shareholders.
Mr. Mutch has served on boards with or been nominated as a director candidate by Mr.
Singer at least seven times. Given this recurring professional alignment, we do not believe
Mr. Singer and Mr. Mutch can be considered independent of each other. Further, we
seriously question the professional and ethical judgment of Mr. Mutch for tethering himself
so closely to Mr. Singer, given Mr. Singer’s approach to activism (which seems largely
based on cursory analysis) and boardroom conduct.
VIEX has also shown a troubling disregard for boardroom diversity. Since its inception, VIEX
has publicly nominated 37 candidates. Just one of those nominees has been a woman, and
nearly all have been white men – and 13 of the 37 have been Eric Singer or John Mutch.
8
9
10
11
8 Arthur Whipple, former PLX CFO, In re PLX Tech. Inc., CONSOLIDATED C.A. No. 9880-VCL, 23 n.112 (Del. Ch. Oct. 16,
2018); Pre-Trial and Post-Trial Briefs. Permission to use quotation neither sought nor obtained. Emphasis added to
quotation.
9 Thomas Riordan, former PLX director, In re PLX Tech. Inc., CONSOLIDATED C.A. No. 9880-VCL, 23 n.112 (Del. Ch. Oct.
16, 2018); Pre-Trial and Post-Trial Briefs. Permission to use quotation neither sought nor obtained. Emphasis added to
quotation.
10 Ibid, Arthur Whipple.
11 VIEX nominated Mr. Mutch to the boards of KVH Industries (Nasdaq: KVHI) in March 2021 (source), Leaf Group (NYSE:
LEAF) in February 2021 (source), Maxwell Technologies (formerly Nasdaq: MXWL) in April 2017 (source), and Quantum
Corporation in June 2016 (source) and 2017 (source). Mr. Mutch and Mr. Singer served together on the board of YuMe,
Inc. (formerly NYSE: YUME) from July 2017 – February 2018, at which time the company was acquired by RhythmOne
(formerly LSE: RTHM), where Mr. Mutch and Mr. Singer served on the board together until January 2019 (source).
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As the Independent Directors of KVH, we strongly encourage you to vote for our two
nominees, Ms. Hernandez and Ms. Martine, on the BLUE proxy card. We believe that
VIEX’s nominees are the wrong choice for our Board.
We urge you NOT to vote using any white proxy card you might receive from VIEX and the
Eric Singer group. Please disregard and discard the white proxy card. Even voting for only
one of VIEX’s candidates on its card could have the unintended consequence of both being
elected.
If you have any questions about how to vote your BLUE proxy card, or need additional
assistance, please contact our proxy solicitor, D.F. King & Co., Inc. at (800) 488-8095.
www.ProtectKVH.com 5
VIEX’s Troubling Disregard for Boardroom Diversity
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If you have any questions, require assistance in voting your BLUE proxy card or
BLUE voting instruction form, or need additional copies of the proxy materials, please call:
D.F. King & Co., Inc.
48 Wall Street, New York, NY 10005-2922
Banks and brokers may call collect at (212) 269-5550
All others may call toll-free at (800) 488-8095
Email: KVH@dfking.com
www.ProtectKVH.com 6
Vote FOR ALL of KVH’s nominees to support a Board
that is overseeing a long-term strategy that is working
Do NOT support VIEX and the Singer group –
Discard the white proxy card
Mark S. Ain Danelle M. Barrett
James Dodez Stanley K. Honey
Robert Tavares Charles R. Trimble
Sincerely,
The Independent Directors of KVH
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www.ProtectKVH.com 7
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 WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be
able to 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 will also be 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.
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www.ProtectKVH.com
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Set forth
below is a communication first published, sent or given by KVH Industries, Inc. on June 3, 2021.
Independent Directors of KVH Industries Issue
Letter to Shareholders
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
MIDDLETOWN, RI – June 3, 2021
– The independent members of the Board of Directors (the “Independent Directors”) of KVH Industries, Inc., (Nasdaq:
KVHI) – Mark S. Ain, Danelle 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:
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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]
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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.
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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.
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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.
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1 As of market close on May 21, 2021.
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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.
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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.
2 In re PLX Tech. Inc. S’holders Litig., CONSOLIDATED
C.A. No. 9880-VCL, at 103 (Del. Ch. Oct. 16, 2018).
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.
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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