Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
08 June 2021 - 6:32AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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KVH INDUSTRIES, inc.
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(Name of Registrant as Specified in Its Charter)
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VIEX OPPORTUNITIES
FUND, LP – SERIES ONE
VIEX SPECIAL
OPPORTUNITIES FUND II, LP
VIEX GP, LLC
VIEX SPECIAL
OPPORTUNITIES GP II, LLC
VIEX CAPITAL
ADVISORS, LLC
ERIC SINGER
BRADLEY L.
RADOFF
PETER T. SHAPER
JOHN MUTCH
POTOMAC CAPITAL
PARTNERS V, LP
POTOMAC CAPITAL
MANAGEMENT V LLC
POTOMAC CAPITAL
MANAGEMENT, INC.
PAUL J. SOLIT
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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VIEX Opportunities Fund,
LP – Series One (“Series One”), together with the other participants named herein (collectively, “VIEX”),
has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (the “SEC”)
to be used to solicit votes for the election of its highly-qualified director nominees at the 2021 annual meeting of stockholders (the
“Annual Meeting”) of KVH Industries, Inc., a Delaware corporation (the “Company”).
On June 4, 2021, CorpGov.com
published an article on its website, which includes the below quote from Eric Singer, managing member of VIEX Capital Advisors, LLC:
“We believe KVH
shareholders should be appalled by the Board’s multi-million-dollar campaign to misrepresent the PLX case and smear Mr. Singer.
The Board’s recent presentation even goes as far as to claim Mr. Singer was ‘censured’ – a statement that is completely
false and which reinforces the company’s lack of credibility. The reality is that since 2018, Mr. Singer has been repeatedly re-nominated
as a director of two other publicly-traded technology companies and received recommendations from leading proxy advisory firms. His fellow
directors at those companies have thought enough of his integrity and ethics to appoint him to the roles of Chairman and Lead Independent
Director, respectively. He is the right director at the right time for KVH, which has lost money for years and is now spending 5% of its
cash on a fight after taking a nearly $7 million PPP loan.”
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