COMTECH TELECOMMUNICATIONS CORP /DE/
For the period ended Jul 31, 2024. Filed Nov 27, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 31, 2024 · Filed Nov 27, 2024
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Notice of Fiscal 2024 Annual Meeting of Stockholders and
Proxy Statement
Comtech Telecommunications Corp.
Virtual Webcast
January 13, 2025 at 10:00 a.m. Eastern Time
atwww.cesonlineservices.com/comtech2024
To attend the Annual Meeting, you will need to register in advance no later than 10:00 a.m. on January 12, 2025.See “Proxy Summary” for details on admission procedures to attend the Annual Meeting of Stockholders.
November 27, 2024
Dear Stockholders:
I am honored to be writing to you as the new Executive Chairman of Comtech Telecommunications Corp. (“Comtech” or the “Company”).
Comtech has recently made important changes to its governance and executive management which have significantly strengthened our leadership. John Ratigan was appointed as the President and CEO on October 28, 2024. I joined the Board of Directors (the "Board") on October 31 st. We reached an amicable resolution with the Investor Group led by Michael Porcelain, Fred Kornberg and Oleg Timoshenko which resulted in our welcoming Michael Hildebrandt to the Board on November 18 th and agreeing to add another mutually agreeable director in the future. We announced the appointment of Daniel Gizinski as the President of the Satellite and Space Communications segment on November 19 th. And on November 26 th, the Board elected me as Executive Chairman to lead both the Board and the executive management team, with Mark Quinlan stepping down as Chairman while remaining on the Board, and Lieutenant General (Retired) Bruce T. Crawford appointed as the Board’s Lead Independent Director.
In the short time I have been with the Company, I have gained an appreciation for the many complex issues and opportunities facing Comtech. I look forward to working closely with the Board, management team, employees throughout the Company as well as other stakeholders to help address the lingering challenges and better position us to capitalize on significant value enhancement opportunities going forward.
On behalf of the Board and management, we cordially invite you to attend Comtech’s Fiscal 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting” or the “Annual Meeting”), scheduled to be held on January 13, 2025, at 10:00 a.m. Eastern Time in a virtual meeting format only, via a live webcast. The Notice of Fiscal 2024 Annual Meeting of Stockholders, Proxy Statement and proxy card are enclosed.
Your Board recommends that you promptly vote “FOR” the election of each of the director nominees named in this proxy statement under Proposal 1 and “FOR” each of Proposals No. 2, 3 and 4 on the enclosed proxy card. It is important that your shares are voted at the Annual Meeting. Whether or not you are able to attend the virtual Annual Meeting, the prompt execution and return of the enclosed proxy card in the envelope provided or submission of your proxy and voting instructions over the Internet or by telephone will assure that your shares are represented at the Annual Meeting. Instructions for voting by mail, via the Internet or by telephone are set forth on the enclosed proxy card.
Important Notice Regarding the Availability of Proxy Materials for the Fiscal 2024 Annual Meeting of Stockholders to be Held on January 13, 2025.
Sincerely,
Kenneth Traub
Executive Chairman
November 27, 2024
Fiscal 2024 Proxy Statement
NOTICE OF FISCAL 2024 ANNUAL MEETING OF STOCKHOLDERS
| Date | January 13, 2025 |
|---|---|
| Time | 10:00 a.m. Eastern Time |
| VirtualMeeting | The fiscal 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting” or the “Annual Meeting”) will be held in a virtual meeting format only. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/comtech2024 by 10:00 a.m. on January 12, 2025. You will be able to attend and participate in the virtual Annual Meeting by visiting www.cesonlineservices.com/comtech2024, where you will be able to listen to the meeting live, submit questions, and vote. |
| RecordDate | Holders of the Company’s common stock, par value $0.10 per share (our “Common Stock”), and our Series B-2 Convertible Preferred Stock, par value $0.10 per share (our “Preferred Stock”) at the close of business on November 20, 2024 are entitled to receive notice of, and vote at the Annual Meeting. |
| ProxyVoting | It is important that your shares be represented at the Annual Meeting regardless of the numberof shares you hold in order that we have a quorum. Whether or not you plan to participate in the Annual Meeting, we hope you will vote as soon as possible so that your voice is heard. Weurge you to vote TODAY:1. By Internet: You can vote your shares via the Internet by going to the website address for Internet voting indicated on your proxy card. You will be required to provide the unique control number printed on your proxy card.2. By Telephone: Depending on how you hold your shares you may also be able to vote by telephone. Please call the phone number indicated on your proxy card at any time and follow the simple instructions provided. You will be required to provide the unique control number printed on your proxy card.3. By Mail: You can vote your shares by mail by marking, signing, dating and returning the proxy card in the postage-paid return envelope provided.Submitting a vote by proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. More information on voting by proxy and attending the Annual Meeting can be found in the accompanying Proxy Statement. |
| YOUR VOTE IS IMPORTANTIf you have any questions or require any assistance with voting your shares, please contact Comtech’s proxy solicitor:Innisfree M&A IncorporatedStockholders in the U.S. and Canada May Call Toll-Free: (877) 800-5195From Other Locations Please Call: +1 (412) 232-3651Banks and Brokers May Call Collect: (212) 750-5833 |
Fiscal 2024 Proxy Statement
NOTICE OF FISCAL 2024 ANNUAL MEETING OF STOCKHOLDERS
| Items of Business | 1.To elect the seven directors named in this proxy statement to serve until the fiscal 2025 annual meeting of stockholders and until their successors are duly elected and qualified.2.To approve, on an advisory basis, the compensation of our Named Executive Officers.3.To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending July 31, 2025.4.To approve an amendment to the Company’s 2023 Equity and Incentive Plan (the “2023 Plan”) to increase the number of shares of Common Stock available under the 2023 Plan. |
|---|---|
| Meeting Details | See “Questions and Answers” for details. |
| By Order of the Board of Directors,Donald E. WaltherChief Legal Officer and Corporate SecretaryNovember 27, 2024 | |
Fiscal 2024 Proxy Statement
| Proxy Summary | 6 |
|---|---|
| About Us | 8 |
| Questions and Answers | 9 |
| Strategic Investment | 17 |
| Table of Principal Stockholders | 17 |
| Table of Shares Beneficially Owned by Directors and Named Executive Officers | 19 |
| Delinquent Section 16(a) Reports | 20 |
| Directors and Executive Officers | 21 |
| Our Nominees’ Biographies and Director Qualifications | 23 |
| The Board’s Oversight Role | 32 |
| Cybersecurity-Related Risks | 32 |
| Board Refreshment | 32 |
| Our Governance Policies and Guidelines | 33 |
| Independent Directors | 35 |
| Board Leadership Structure | 35 |
| Committees of the Board of Directors | 36 |
| Oversight | 36 |
| Nominating and Governance | 36 |
| Audit | 37 |
| Compensation | 37 |
| Technology, Innovation and Cyber | 38 |
| Attendance | 38 |
| Engagement With Stockholders | 39 |
| Highlights of Fiscal 2024 Engagements with Stockholders | 39 |
| Environmental, Social and Governance (“ESG”) Commitments | 40 |
| Environment, Sustainability and Climate Change | 40 |
| Social and Workplace Policies | 41 |
| Insider Trading Policy | 44 |
| Communications with Our Board of Directors | 44 |
| Stockholder Recommendations for Director Candidates | 44 |
| Director Compensation | 45 |
| Compensation Discussion & Analysis | 47 |
| Executive Summary | 47 |
| Business Highlights | 47 |
| Fiscal 2024 Compensation Highlights | 49 |
| 2024 Say on Pay | 49 |
| Compensation Governance Practices & Policies | 50 |
| 50 | |
| What Guides Our Program | 50 |
| Compensation Philosophy and Guiding Principles | 50 |
| The Decision-Making Process | 51 |
| Fiscal 2024 Executive Compensation Program | 53 |
| Base Salary | 53 |
Fiscal 2024 Proxy Statement
| Annual Incentive Awards | 54 |
|---|---|
| Long-Term Equity Incentive Awards | 58 |
| Other Compensation Polices, Practices and Guidelines | 61 |
| Stock Ownership Guidelines and Mandatory Holding Periods | 61 |
| Recoupment (“Clawback”) Policy | 62 |
| Anti-Hedging and Anti-Pledging Policy | 62 |
| Annual Compensation Risk Assessment | 63 |
| Other Annual Compensation and Benefits | 63 |
| Employment Agreements, Severance and Change-in-Control Practices | 63 |
| Compensation Committee Report | 65 |
| Compensation Committee Interlocks and Insider Participation | 65 |
| Executive Compensation | 66 |
| Non-Qualified Deferred Compensation - Fiscal 2024 | 71 |
| Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination | 71 |
| NEO Employment Agreements | 71 |
| CEO Pay Ratio | 78 |
| Pay vs. Performance (“PvP”) Disclosure | 79 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 84 |
| Audit Committee Report | 85 |
| Certain Relationships and Related Transactions | 86 |
| Policies and Procedures Regarding Related Party Transactions | 86 |
| Certain Transactions | 86 |
| Background of Proposal No. 1 | 89 |
| Background of Proposal No. 2 | 90 |
| Background of Proposal No. 3 | 91 |
| Background of Proposal No. 4 | 92 |
| Additional Information | 103 |
| Householding | 103 |
| Forward-Looking Statements | 105 |
| Incorporation by Reference | 106 |
| Other Business and Information | 106 |
| Costs of the Solicitation | 106 |
| Stockholder Proposals and Director Nominations for the Fiscal 2025 Annual Meeting | 106 |
| Appendix A-1 | 108 |
| Appendix A-2 | 123 |
| Proxy Card | 125 |
Fiscal 2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.