Verint Systems (VRNT) Proxy Filing summary

Executive summary

• A special meeting is scheduled for November 18, 2025, to vote on a proposed merger where the company will be acquired and become a wholly owned subsidiary of Calabrio, Inc., affiliated with Thoma Bravo.

• Shareholders will receive $20.50 per share in cash for each share of common stock, representing an 18% premium over the 10-day average price before June 25, 2025.

• Series A and B Preferred Stock will be redeemed for $1,000 per share plus accrued dividends.

• The board unanimously recommends voting in favor of the merger, executive compensation, and potential adjournment proposals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of the combined voting power of common and preferred stock as of the record date.

• Abstentions and failures to vote count as votes against the merger proposal.

• Support agreements have been signed by holders of approximately 14.5% of voting power, committing to vote for the merger.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, including a market check with multiple potential acquirers.

• The board considered the certainty and value of the cash offer, the competitive landscape, and succession planning risks.

• The board received a fairness opinion from Jefferies LLC, concluding the merger consideration is fair from a financial perspective.