Verint Systems (VRNT) Proxy Filing summary

Executive summary

• Achieved record SaaS ACV bookings and accelerated ARR growth, driven by AI-powered CX automation platform adoption among large enterprise customers, including over 90 Fortune 500 companies.

• Focused go-to-market strategy on top 100 customers led to double-digit ARR growth in this segment by year-end.

• Continued rapid innovation in AI and hybrid cloud, positioning for long-term growth and forecasting further ARR acceleration in FYE 26.

• 2025 Annual Meeting to be held virtually on June 19, 2025.

Voting matters and shareholder proposals

• Election of ten directors to serve until the 2026 Annual Meeting.

• Advisory vote to ratify Deloitte & Touche LLP as independent auditor for the current fiscal year.

• Advisory vote to approve executive compensation (say-on-pay).

• Approval of Amendment No. 1 to the 2023 Long-Term Stock Incentive Plan, increasing share pool and extending plan term.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of ten directors with diverse expertise in cloud software, technology, sales, compensation, ESG, and governance.

• Chairman/CEO and Lead Independent Director roles are separated for effective oversight.

• All directors except the CEO are independent; board committees include audit, compensation, and governance.

• Board and committees actively oversee risk, compliance, cybersecurity, and ESG.

• Stockholder engagement is ongoing, with feedback incorporated into governance and compensation decisions.