VIEX Capital Comments on Disingenuous Director Candidate Q&A Issued by KVH Industries, Inc.
15 June 2021 - 4:30AM
Business Wire
VIEX Capital Advisors, LLC and the other participants in its
solicitation (collectively, the “VIEX-led investor group” or “we”)
today issued the below statement in response to the director
candidate Q&A released by KVH Industries, Inc. (NASDAQ: KVHI)
(“KVH” or the “Company”) on June 14, 2021. The VIEX-led investor
group is seeking to elect two highly-qualified individuals – John
Mutch and Eric Singer – to KVH’s Board of Directors (the “Board”)
at the Annual Meeting of Stockholders (the “Annual Meeting”) on
June 17, 2021.
“We contend that KVH’s 11th-hour nominee Q&A is just another
disingenuous ploy – one that stockholders should closely scrutinize
and reject. This morning’s written Q&A, which appears to be
full of consult-manufactured spin, seems to have been developed to
win the support of large institutional stockholders focused on
important environmental, social and governance considerations.
However, we question how any governance-conscious institution could
find this Q&A persuasive when the Company’s nominees
were not asked several critical
questions, including:
- Were you identified by an independent search firm or were you
identified by one of the Company’s defensive advisors, who you
worked with in the past?
- How would you work to hold management accountable given that
founder and chairman Martin Kits van Heyningen is also KVH’s
long-serving chief executive officer?
- How would you address the institutional nepotism given that Mr.
Kits van Heyningen has multiple family members working at KVH?
- How should the Board rebuild stockholder trust after spending
at least 5% of the Company’s cash position on this proxy fight
(which the VIEX-led investor group, that beneficially owns nearly
10% of the company’s outstanding stock, would have settled for one
designee)?
- Was it sound governance for the Board to authorize at least $2
million in proxy fight expenses when KVH does not appear to have
repaid its nearly $7 million government loan under the Paycheck
Protection Program?
- Given that KVH’s corporate governance policies have been
rebuked by leading independent proxy firms over the past week, what
enhancements would you suggest?
After two decades of abysmal financial performance and insular
governance practices, Mr. Kits van Heyningen and his hand-picked
directors should not be allowed to continue carrying out their own
refreshment efforts. Stockholders should also remember that VIEX
has highlighted that each of KVH’s nominees have past ties to the
Company’s defense advisors.
Despite KVH’s ongoing attempts to misrepresent the PLX case and
smear the VIEX nominees, we hope stockholders see through the
smokescreen. An objective review of our nominees versus the
Company’s nominees should yield a clear conclusion: Eric Singer and
John Mutch have superior governance acumen, ownership perspectives
and turnaround experience in the tech sector. They can help fix the
broken culture in KVH’s boardroom.”
***
WE URGE STOCKHOLDERS TO VOTE ON THE
WHITE PROXY CARD TO ELECT THE VIEX
SLATE
AS A REMINDER, GLASS LEWIS HAS ENDORSED
VIEX’S CASE FOR CHANGE
CONTACT INFO@SARATOGAPROXY.COM WITH ANY
QUESTIONS REGARDING HOW TO VOTE
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version on businesswire.com: https://www.businesswire.com/news/home/20210614005726/en/
For investors: Saratoga Proxy Consulting LLC John Ferguson / Joe
Mills, 212-257-1311 jferguson@saratogaproxy.com /
jmills@saratogaproxy.com
For media: Profile Greg Marose, 201-936-4126
gmarose@profileadvisors.com
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