The independent members of the Board of Directors (the “Independent Directors”) of KVH Industries, Inc., (Nasdaq: KVHI) – Mark S. Ain, Danielle M. Barrett, James Dodez, Stanley K. Honey, Robert Tavares and Charles R. Trimble – today issued a letter to shareholders in connection with the Company’s upcoming annual meeting of shareholders to be held on June 17, 2021.
The full text of the letter is available at: https://protectkvh.com/wp-content/uploads/2021/06/KVH-Shareholder-Letter-June-3-Final.pdf
The letter highlights the following:
- KVH’s progress in executing against its strategy is clear – and shareholders are seeing results. This positive momentum is reflected in the Company’s total shareholder return of 66% over the past year and 29% year-to-date.1
- After years of focused investment, KVH’s shift towards innovative service offerings and new products and solutions is set to drive more predictable, higher-margin revenue. The Independent Directors are confident this progress will continue to translate into greater value for shareholders.
- In order to help oversee management and the successfully execute KVH’s strategy, the Board has been focused on ensuring there are individuals with fresh perspectives and the right skill sets in the boardroom. Both of KVH’s independent nominees for the upcoming 2021 annual meeting – Cielo Hernandez and Cathy-Ann Martine-Dolecki – have valuable experience as leaders in industries directly relevant to KVH’s business and would be highly valuable to the Board and the Company.
- The Independent Directors have serious concerns about the VIEX nominees, Eric Singer (also VIEX’s founder and managing member) and John Mutch. In its investor presentation issued on May 27, VIEX fails to offer any specific ideas for improving KVH, and merely expresses the same generic criticisms that VIEX and Eric Singer have made at other companies they have targeted in the past.
- Most concerning to the Independent Directors is that in 2018 Mr. Singer was found by a Delaware court to have breached his fiduciary duty of loyalty to shareholders when he was on the board of PLX Technology Inc.2 According to the ruling, after being appointed Chair of a Special Committee to explore strategic alternatives, he was found to have effectively misled his fellow directors in order to “rig the bid” for his preferred acquirer. In the view of the Independent Directors, managing a sales process with integrity is among the most sacrosanct duties of a director. The Independent Directors believe that having violated that trust so egregiously is disqualifying for any director candidate.
The Board strongly encourages shareholders to vote for its two exceptional and high-integrity nominees, Ms. Hernandez and Ms. Martine, on the BLUE proxy card, to help preserve KVH’s momentum.
For additional information, please visit www.ProtectKVH.com.
About KVH Industries, Inc.
KVH Industries, Inc., (Nasdaq: KVHI), is a global leader in mobile connectivity and inertial navigation systems, innovating to enable a mobile world. The market leader in maritime VSAT, KVH designs, manufactures, and provides connectivity and content services globally. KVH is also a premier manufacturer of high-performance sensors and integrated inertial systems for defense and commercial applications. Founded in 1982, the Company is based in Middletown, RI, with research, development, and manufacturing operations in Middletown, RI, and Tinley Park, IL, and more than a dozen offices around the globe.
KVH is a registered trademark of KVH Industries, Inc.
Additional Information and Where to Find It
The Company has filed a definitive proxy statement and a form of associated BLUE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Company’s 2021 Annual Meeting of Stockholders (the “Definitive Proxy Statement”). THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING BLUE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders may obtain the Definitive Proxy Statement, any amendments or supplements to the Definitive Proxy Statement and other documents filed by the Company with the SEC free of charge at the SEC’s website at www.sec.gov. Copies are also available free of charge at the Company’s website at www.kvh.com.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the Company’s 2021 Annual Meeting of Stockholders. Information about the Company’s directors and executive officers is available in the Definitive Proxy Statement filed with the SEC on May 17, 2021 and, with respect to directors and executive officers appointed following such date, will be available in certain of the Company’s other SEC filings made subsequent to the date of the Definitive Proxy Statement. To the extent holdings of the Company’s securities by such directors or executive officers have changed since the amounts printed in the Definitive Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Certain statements in this communication constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” “will,” “should,” “would,” “may” and “could” or similar words or expressions are generally forward-looking in nature and not historical facts. Any statements that refer to outlook, expectations or other characterizations of future events, circumstances or results are also forward-looking statements. Important risks, assumptions and other important factors that could cause future results to differ materially from those expressed in the forward-looking statements are specified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Reports on Form 10-Q for any subsequent periods under headings such as “Cautionary Statement Regarding Forward-Looking Information,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other filings and furnishings made by the Company with the SEC from time to time. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
1 As of market close on May 21, 2021.
2 In re PLX Tech. Inc. S’holders Litig., CONSOLIDATED C.A. No. 9880-VCL, at 103 (Del. Ch. Oct. 16, 2018).