Comtech in ‘amicable resolution’ with Porcelain/Kornberg/Timoshenko Group

Comtech (CMTL) Telecommunications announced that its Board of Directors entered into a cooperation agreement with Michael Porcelain, Fred Kornberg, and Oleg Timoshenko the “Investor Group. Pursuant to the agreement: Comtech has appointed Michael Hildebrandt, Senior Investment Professional at Freshford Capital Management, to the Board, effective immediately; The Board will appoint an additional new independent director mutually acceptable to both Comtech and the Investor Grou Two of Comtech’s current directors will not stand for reelection at the Company’s Fiscal 2024 Annual Meeting of Stockholders; The Investor Group will support Comtech’s slate of directors for election at the 2024 Annual Meeting and will withdraw its nomination of eight directors for election at the meeting; The Investor Group has agreed to customary standstill restrictions and voting commitments until the nomination deadline for Comtech’s Fiscal 2025 Annual Meeting, or until the nomination deadline for Comtech’s Fiscal 2026 Annual Meeting if the Company nominates Michael Hildebrandt and the Additional Director for reelection at the Fiscal 2025 Annual Meeting. The Company and the Investor Group made the following statement: “We are pleased to have reached this agreement which adds Michael Hildebrandt to the Board. Together with the future additional independent director and the recent appointment of Ken Traub, the Comtech Board is being significantly refreshed.” With these changes, upon the appointment of the Additional Director, four new directors will have been appointed to the Board since October 28, 2024.