Leading Independent Proxy Advisory Firm ISS Recommends KVH Shareholders Vote FOR Company’s Two Independent & Highly Qualifi...
07 June 2021 - 9:00PM
Business Wire
ISS Highlights that KVH’s Strategy Is Working
and That VIEX Has Not Made a “Sufficiently Detailed and Compelling”
Case for Change
KVH Encourages All Shareholders to Vote for
Both Nominees on the BLUE Card
KVH Industries, Inc., (Nasdaq: KVHI) (“KVH” or the “Company”),
today announced that leading proxy advisory firm Institutional
Shareholder Services (“ISS”) has recommended that KVH shareholders
vote FOR the Company’s two highly qualified candidates – Cielo
Hernandez and Cathy-Ann Martine-Dolecki – to the Board of Directors
(the “Board”) on the BLUE proxy card ahead of KVH’s Annual Meeting
of Shareholders to be held on June 17, 2021.
In its report, ISS specifically highlighted that KVH’s strategy
is working:1
- “Contrary to the dissident’s argument, it appears that KVHI
has had a strategy in place since the Videotel sale in
mid-2019. KVHI has formally articulated goals and reached
milestones in furtherance of each of the strategy’s three
prongs…”
- “KVHI has consistently advanced the strategy over the
past two years, which is likely contributing to the recent share
price improvement.”
- “All in, the AgilePlans platform appears to be moving in the
right direction, and results align with the board’s
messaging…As the board mentioned, margins have also improved as the
business has scaled.”
- “In a more general sense, it also appears that KVHI has been
able to deliver on its stated development and commercialization
plans for the PIC technology, in the same way that it has for the
AgilePlans platform.”
- “According to the board, the strategy is designed to address
profitability issues that have plagued KVHI in the recent past,
among other things. Recent results are therefore
encouraging.”
Regarding VIEX’s lack of a plan or ideas for how to improve
KVH’s performance, ISS notes:1
- “The dissident…has not presented a sufficiently detailed and
compelling case for change.”
On behalf of the Board, Martin Kits van Heyningen, KVH’s
chairman and chief executive officer, commented, “ISS’s
recommendation further supports what we have been saying for some
time: our strategy is working and now is not the time to disrupt
our positive momentum. By voting on the BLUE card FOR our two
highly qualified candidates – Cielo Hernandez and Cathy-Ann
Martine-Dolecki – we believe shareholders have the opportunity to
meaningfully enhance our Board and further our goal of delivering
long-term value. We look forward to continuing to engage with our
fellow shareholders and are confident that KVH is on the right
course.”
KVH ENCOURAGES
SHAREHOLDERS TO VOTE ON THE BLUE PROXY CARD TODAY
For additional information, please visit www.ProtectKVH.com.
About KVH Industries, Inc.
KVH Industries, Inc., 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 Permission to quote from the ISS report was neither sought nor
obtained. Emphasis added.
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version on businesswire.com: https://www.businesswire.com/news/home/20210607005237/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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