Verint Systems (VRNT) Proxy Filing summary

Executive summary

• A special meeting will be held virtually for shareholders to vote on a proposed merger where the company will be acquired and become a wholly owned subsidiary of Calabrio, Inc., backed by Thoma Bravo.

• Shareholders of record as of the designated date are entitled to vote on the merger, executive compensation, and potential adjournment of the meeting.

• The merger consideration is $20.50 per share in cash for common stock, representing an 18% premium over the 10-day average price before June 25, 2025; preferred stock will be redeemed at $1,000 per share plus accrued dividends.

• If approved, the company’s shares will be delisted from NASDAQ and deregistered with the SEC.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption 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 voting power of outstanding common and preferred stock, voting as a single class.

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

• Certain shareholders holding 14.5% of voting power have entered into support agreements to vote in favor of the merger.

Board of directors and corporate governance

• The board unanimously recommends voting FOR all proposals.

• The board, after extensive review and consultation with advisors, determined the merger consideration is the best available and in the best interests of shareholders.

• The board considered strategic alternatives and conducted a structured market check with multiple parties before agreeing to the merger.