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•	Completion of our multi-year operational agility initiative, including transitioning from three business segments to two, strengthening our segment management teams, aligning compensation plans to segment objectives, and laser focused execution on the unique needs of our customers in each segment.

•	Strong innovation across our Actionable Intelligence portfolio, including many new solutions and new capabilities designed to leverage new technologies in advanced data mining, artificial intelligence, automation, cloud, and mobile.

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v	The enclosed proxy is solicited on behalf of the board of directors (the “Board”) of Verint Systems Inc. (“Verint” or the “company”) in connection with our Annual Meeting of Stockholders (the “2018 Annual Meeting”) to be held on Thursday, June 21, 2018, at 11:00 a.m. Eastern Time or any adjournment or postponement of this meeting.

v	The 2018 Annual Meeting will be held at the Hilton Garden Inn, 1575 Round Swamp Road, Plainview, New York 11803. Directions to the 2018 Annual Meeting can be found at the back of this proxy statement.

v

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we have elected to provide electronic access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our record and beneficial stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials electronically by email on an ongoing basis.

v

We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help reduce the costs and environmental impact of printing proxy materials. We intend to mail the Notice and make available via the Internet this proxy statement, the accompanying proxy card and our previously filed Annual Report on Form 10-K for the year ended January 31, 2018 to each stockholder entitled to vote at our 2018 Annual Meeting on or about May 9, 2018.

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•	This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and practices relating to the named executive officers. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of our named executive officers.

•	Although this say-on-pay vote is an advisory vote only and is not binding on Verint or the Board, the compensation committee and the Board value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions.

•	Increasing the proportion of our CEO’s future annual equity awards that are performance-based from 50% to 60%.

•	Capping the maximum payout for the relative total shareholder return (TSR) component of our future officer performance equity awards at 100% if absolute TSR over the performance period is negative (even if relative TSR is strong).

•	Eliminating the management by objective (MBO) component of our officer annual bonus plans going forward to remove the more subjective elements of the program and make them 100% based on objective financial goals.

•	Elements of our program tied to short-term goals (annual bonuses) paying near target in FYE 18, in line with short-term performance results near or above target.

•	Elements of our program tied to longer-term goals (performance stock units) paying well below target at 54% despite our successful transition in FYE 18. The multi-year goals for those performance stock units were set at the beginning of FYE 17 based on the original growth targets for FYE 16, rather than based on the actual results for FYE 16. As a

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•	The audit committee oversees management of financial and compliance risks, including with respect to financial reporting and related information systems, credit and liquidity, legal compliance, potential conflicts of interest, and related party transactions.

•	The compensation committee discusses, reviews, and analyzes risks associated with our compensation plans and arrangements, including risks related to recruiting, retention, and attrition. See “Compensation Discussion and Analysis” for additional information.

•	The corporate governance & nominating committee oversees risks associated with our overall governance practices and the leadership structure of our Board.

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•	responsibility for establishing our corporate governance guidelines;

•	overseeing the Board’s operations and effectiveness; and

•	identifying, screening, and recommending qualified candidates to serve on the Board.

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•	assisting the Board in its oversight of our compliance with all applicable laws and regulations, which includes oversight of the quality and integrity of our financial reporting, internal controls, and audit functions as well as general risk oversight; and

•	direct and sole responsibility for appointing, retaining, compensating, and monitoring the performance of our independent registered public accounting firm.

•	approving compensation arrangements for our executive officers; and

•	administering our stock incentive compensation plans and approving all grants of equity awards, except that equity grants to non-employee directors are approved by the full Board unless the Board delegates such authority to the compensation committee following its review.

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•	Strive to minimize our dependence on non-renewable resources; for example, by reducing energy consumption in our facilities, offering downloadable software and documentation to our customers, and distributing newsletters and other materials electronically.

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Comply with environmental regulations and accepted sustainability standards in our own operations and the solutions that we offer our customers, including RoHS, WEEE, Energy Star, and many others.  We produce and package our products according to the U.S. Environmental Protection Agency’s Design for Environment concepts to reduce use of hazardous substances, power consumption, and packaging materials and increase reuse and recycling.

•	Work to establish a global environmental management system that enables us to establish company-wide guidelines and systematically assess our performance. Verint is globally certified for the ISO 14001 Environmental Management Standard.

•	Encourage our suppliers to pursue “green” policies and comply with sustainability directives.

•	Educate our employees on environmentally sound practices.

•	Monitor our progress to promote ongoing improvement.

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•	Strong execution and financial discipline drove an approximately 7% year-over-year increase in our revenues as well as margin expansion, with a substantial improvement in our GAAP and non-GAAP earnings per share.

•	Strong innovation across our Actionable Intelligence portfolio, including many new solutions and new capabilities designed to leverage new technologies in advanced data mining, artificial intelligence, automation, cloud, and mobile. We also ended FYE 18 with more than 850 patents and patent applications worldwide, up from approximately 700 two years ago.

•	Completion of our multi-year operational agility initiative that began in FYE 17, including transitioning from three business segments to two, strengthening our segment management teams, aligning compensation plans to segment objectives, and laser focused execution on the unique needs of our customers in each segment.

•	Pay opportunities should be competitive with the market to attract and retain talent.

•	Pay opportunities should be based on performance goals that are challenging but achievable.

•	Pay outcomes should reflect the achievement of performance goals and be aligned with shareholder value creation.

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•	Elements of our executive compensation program tied to short-term goals (annual bonuses) paid near target at 98% (including achievement against MBO goals), in line with short-term performance results near or above target (with performance against our targets ranging from 93% to 102%).

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Elements of our executive compensation program tied to longer-term goals (performance stock units (“PSUs”)) paid well below target at 54% despite the successful transition in FYE 18. The multi-year goals for those PSUs were set at the beginning of FYE 17 based on the original growth targets for FYE 16, rather than based on the actual results for FYE 16. As a result, even with our successful transition and significantly improved year-over-year financial performance, these challenging revenue and EBITDA targets were not met (with performance at 93% and 87% of target, respectively). In addition, we believe that the performance of our share price has lagged our financial performance (with total shareholder return (“TSR”) at 26% of target) as we have emerged from our transition.

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•	We were pleased to have over-achieved both our revenue and profitability goals for FYE 18 and to have achieved improved performance against our multi-year plan goals as well.

•	Our one year goals were set at the beginning of FYE 18 based on our Board-approved budget and taking into account the actual results achieved in FYE 17.

•	Our multi-year goals were set at the beginning of FYE 17 based on the original growth targets for FYE 16, rather than based on the actual results for FYE 16. As a result, these multi-year goals required extremely strong performance to achieve and our improved financial performance in FYE 18 was ultimately unable to offset our performance during FYE 17, which fell below target.

•	Performance improved compared to the prior year with respect to the relative TSR goal (increasing from 8% of target to 26% of target), however, we believe that the performance of our share price has lagged our financial performance as we have emerged from our transition.

•	As noted above, with the completion of our transition in FYE 18 and positive results for the year, we believe we have good momentum going into FYE 19 and expect continued revenue growth in both of our segments and another year of substantial improvement in earnings per share, which we hope will drive additional improvement in TSR going forward.

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•	We began to proactively solicit feedback on executive compensation as part of our regular investor relations program, which as noted above, comprises well over a hundred meetings with investors of all sizes each year.

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We reached out to 30 of our largest stockholders representing more than 60% of our outstanding shares to specifically request feedback on our executive compensation program. We attempted to reach individuals responsible for governance-related decisions within the investor organization. The initial outreach was done by our Senior Vice President of Corporate Development and Investor Relations. The chairman of our compensation committee, Dr. Nottenburg (who is independent), then personally followed up with each of these investors and made himself available to participate in meetings upon request. Following our outreach efforts, 9 investors holding more than 25% of our

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In addition, we reviewed the voting results for our 50 largest stockholders from our June 2017 annual meeting and then reached out to all who voted against either our say-on-pay proposal or the election of our compensation committee directors, except for two holders whom we were advised by our proxy solicitor do not customarily engage with companies. This comprised 12 stockholders representing approximately 18% of our outstanding shares, including two shareholders who were also part of our outreach to our top 30 investors. We also reached out to an additional 7 smaller shareholders (outside the top 50) who had also voted against either our say-on-pay proposal or the election of our compensation committee directors at our June 2017 annual meeting. Dr. Nottenburg extended an invitation to all 19 of these holders to speak with him directly to discuss the reasons why they had voted against one or both of these proposals last year. We again attempted to reach individuals responsible for governance-related decisions within the investor organization. Only one of these 19 investors (representing slightly over 2% of our outstanding shares and who was also part of our outreach to our top 30 investors) accepted Dr. Nottenburg’s invitation for a call or provided us with feedback.

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Compensation is primarily at-risk and/or tied to stock price, while also containing a mix of elements - A significant majority of the total direct compensation of each officer is at-risk or is paid in equity (whose value depends on our stock price). At the same time, executive pay consists of a mix of short-term elements (base pay and annual bonus) and long-term equity-based incentives (time-based and performance equity).

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•	Multiple performance metrics - Annual bonuses (for FYE 18) are based on four different performance metrics (revenue, operating income, operating cash flow, and individual objectives). Performance equity awards are based on three different performance metrics (revenue, EBITDA, and relative TSR).

•	Balanced approach to long-term incentives - Long-term incentive awards are comprised of a combination of time-based and performance-based RSUs, which are designed to link executive compensation with increased stockholder value over time, with at least 50% of newly-granted long-term incentive awards being performance-based.

•	Thresholds, staged goals, and maximum payouts - Annual bonuses and performance equity awards are subject to a minimum threshold level of performance below which no payout is earned and are limited to a specified maximum payout, with staged goals in between.

•	Use of formulaic compensation design with payouts tied to pre-established performance targets.

•	Exercise limited or no discretion to adjust formulaic payouts.

•	Clawback provisions in our compensation plans and agreements.

•	Stock ownership guidelines for executive officers and directors.

•	Limited perquisites.

•	Use of tally sheets and aggregate award summaries to facilitate oversight of executive compensation.

•	A policy prohibiting all personnel (including executive officers and directors) from short selling in our securities, from short-term trades in our securities (open market purchase and sale within three months), and from trading options in our securities.

•	A policy prohibiting all hedging and pledging in our securities by our executive officers and directors.

•	A policy against any new plan, program, agreement, or arrangement providing for a 280G tax gross-up payment with any person or, subject to a limited exception relating to relocation expenses, any other tax gross-up payments with executive officers.

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•	Feedback from our investors from our shareholder engagement activities (discussed in detail above).

•	The results of our say-on-pay votes in prior years.

•	The perspectives of the main proxy advisory firms.

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•	Increase the proportion of our CEO’s annual equity awards that are performance-based from 50% to 60%.

•	Cap the maximum payout for the relative TSR component of our officer performance equity awards at 100% if absolute TSR over the performance period is negative (even if relative TSR is strong).

•	Increase the target ownership level of our CEO from 5 times to 6 times his salary.

•	Increase the target ownership level for our non-employee directors from 3 times to 5 times the annual cash retainer.

•	Prohibit pledging entirely.

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•	Revenue: 0.5x - 2x

•	Market Capitalization: 0.25x - 4x

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•	the compensation benchmarking analysis prepared each year by the compensation consultant;

•	the executive officer’s compensation for the previous year;

•	relevant terms of the officer’s employment agreement;

•	the executive officer’s role, responsibilities, and skills;

•	a subjective assessment of the executive officer’s performance in the previous year, including special achievements;

•	our performance, based on financial and non-financial metrics, in the previous year, including the performance of our stock over the course of the prior year and over longer-term periods;

•	our growth, based on both financial and non-financial metrics, from the previous year;

•	our outlook and operating plan for the upcoming year;

•	the proposed packages for the other executive officers (internal pay equity);

•	the proposed merit increases, if any, being offered to our employees generally;

•	the size of the aggregate equity pool available for awards for the year and the relative allocation of such pool between the executive officers and the other participants;

•	overall equity dilution and burn rates as well as equity overhang levels;

•	the value of proposed and previously awarded equity grants, including the continuing retentive value of past awards;

•	executive officer recruiting and retention considerations; and

•	compensation trends and competitive factors in the market for talent in which we compete.

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•	If performance falls below the applicable threshold, the officer would not receive any payout for that goal.

•	For performance falling between established points in the range, the amount earned is calculated on a formulaic basis based on those points.

•	devising and implementing strategic or compliance plans or initiatives;

•	executing on M&A goals and integrations;

•	achievement of business unit goals;

•	improving internal financial processes or business systems; and

•	assuming new areas of responsibility.

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•	Time-based RSU awards vest in equal portions over a three-year period.

•	Performance-based RSU awards vest one-third based on revenue, one-third based on EBITDA, and one-third based on relative TSR. These metrics were selected following a review of market practices and input from the compensation

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The revenue and EBITDA goals are measured over a 2-year performance period ending on January 31, 2019. We continue to assess the feasibility of moving to a three-year performance period for the financial goals (other than TSR) under our PSU awards, however, at the current time, we believe that limitations on our line of sight make it difficult to set reasonable goals (that are both challenging and achievable, consistent with our compensation philosophy) more than two years into the future.

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While we also use revenue and a measure of profitability as goals under our officer bonus plans, the compensation committee believes that revenue growth is the most significant driver of our business performance, especially when paired with a profitability metric like EBITDA. Using these metrics in our PSU awards allows the compensation committee to incentivize performance against these key metrics on a different (longer) time horizon than under our annual bonus plans. We have not historically used metrics like ROI or ROIC to measure the performance of our business and, as noted above, we believe that the goals used for officer compensation should be consistent with those used to run our business.

•	The relative TSR goal is measured over a 3-year performance period ending on January 31, 2020.

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Relative TSR is calculated as Verint’s total stockholder return, on a percentile basis, relative to the companies comprising the S&P 1500 Information Technology Sector Index for the applicable performance period, weighted equally and based on the applicable 90-day volume-weighted trailing average closing prices of the stock of such constituent companies as of the beginning and end of the performance period (adjusted for dividends), provided that only those members of the index that constitute part of the index at both the beginning and the end of the performance period are taken into account for purposes of the calculation. In structuring the relative TSR calculation and selecting the index, the compensation committee’s goal was to be able to compare Verint’s stock price performance to that of a large, steady-state sampling of technology companies with a median size within a range of ours, on a basis designed to eliminate any short-term aberrations in stock price (for either Verint or companies in the index) at the start or the end of the performance period.

•	We believe that relative TSR metrics provide a strong alignment between management and stockholders and understand that the inclusion of such a metric in officer compensation programs is currently supported by many investors and shareholder advisors.

•	If performance falls below the applicable threshold, the executive officer would not receive any vesting for the portion of the award attributable to that goal.

•	For performance falling between established points in the range, the amount earned is calculated on a formulaic basis based on those points.

•	For the grants made from and after April 2017, the compensation committee determined to adjust the payout for the relative TSR component at the threshold level of achievement (25th percentile) from zero to 25%, to better align the payout scale to market practice.

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•	For the program period ended January 31, 2018, the Board has approved the issuance of up to 125,000 shares of common stock and a discount of 15% for awards under the program. Shares will be issued in respect of this program period in the quarter ending July 31, 2018 (during FYE 19).

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On March 21, 2018, the Board accepted management’s recommendation to reduce the discount feature of the program to 0% for the program period ended January 31, 2018, in an effort to align officer bonus payouts with projected payouts under employee bonus plans (below the officer level) containing different goals. As a result, no shares will be issued to the officers in respect of the discount feature for the program period ended January 31, 2018.

•	use of a company car or an annual car allowance;

•	an annual allowance for professional legal, tax, or financial advice; and

•	supplemental company-paid life insurance.

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•	ownership equal to six times salary for our Chief Executive Officer;

•	ownership equal to three times salary for our other officers (reduced to one and a half times salary beginning at age 62); and

•	ownership equal to five times annual cash retainer for non-employee directors.

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•	Use of a combination of elements to achieve a balance between (1) fixed pay and variable pay, (2) time-based components and performance-based components, (3) quantitative targets and qualitative targets, and (4) short-term and long-term elements.

•	Multiple quantitative targets (designed to support the budget and two-year operating plan approved by the Board) within compensation plans, as well as elements that differ from plan to plan, and discretionary authority/elements or individual/team objectives in some plans.

•	Variable compensation elements, including equity awards whose value fluctuates with our stock price, represent approximately 20% of our total annual compensation expense and are broadly distributed among the employee base.

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Bonus plans and performance-based equity plans are subject to maximum payouts and contain calibrated performance-payout curves and staged goals below target to permit payout opportunities for performance that approaches, but does not achieve, target. For non-officers, we sometimes use discretionary bonuses where warranted based on performance and/or competitive considerations, even when pre-established goals or thresholds were not achieved.

•	Management maintains control over award templates and equity plan design and models the financial impact of design elements such as sales quotas and commissions before adoption.

•	Checks and balances in place for the processing of transactions and the calculation of performance levels and payout amounts, including a well-developed system of internal controls to help ensure that financial results and the underlying transactions are sound.

•	Provisions in our commission plans allowing us to reduce, withhold, or offset commissions for transactions that do not meet specified minimum requirements, even after the commission has been paid.

•	Quarter-end guidelines are in place to help ensure that sales transactions are handled in a consistent and ethical manner at the end of each reporting period, in addition to our other customary legal and compliance policies and procedures.

•	Quarterly certifications from a broad base of employees helps promote accountability and compliance.

•	Stock ownership guidelines for our directors and officers, as well as a policy prohibiting hedging and pledging to help maintain alignment between our directors / officers and our stockholders.

•	Clawback provisions included in our executive employment agreements, equity plan, and award agreements allowing us to recoup payments or awards under appropriate circumstances.

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•	The table does not include amounts that would be payable by third parties where we have no continuing liability at the time of the triggering event, such as amounts payable under private insurance policies, government insurance such as social security, or 401(k) or similar defined contribution retirement plans.

•	Except as noted in the following bullet, the table does not include payments or benefits that are available generally to all salaried employees in the country in which the executive officer is employed and do not discriminate in scope, terms, or operation in favor of our executive officers or directors, such as short-term disability payments or payment for accrued but unused vacation.

•	The table includes all severance or notice payments for which we are financially responsible at the time of the triggering event, even if such payments are available generally to all salaried employees in the country in which the executive officer is employed and do not discriminate in scope, terms, or operation in favor of our executive officers or directors.

•	The value of equity awards in the table below is based on the closing price of our common stock on the last trading day in the year ended January 31, 2018 ($41.75 on January 31, 2018).

•	The table assumes that in connection with a change in control in which the executive officer is not terminated, all of such executive officer’s unvested equity is assumed (and is therefore not accelerated).

•	The table assumes that in the event an executive officer becomes disabled, he becomes eligible for benefits under our long-term disability insurance within six months of the occurrence of such disability.

•	Except with respect to tax gross-up amounts to which the executive officers may be entitled, all amounts are calculated on a pre-tax basis.

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•	The annual total compensation of our median employee was $90,371.

•	Mr. Bodner’s annual total compensation, as reported in the Summary Compensation Table above, was $8,251,402.

•	Based on this information, the ratio of the annual total compensation of Mr. Bodner to the median annual total compensation of all other employees of the Company and its consolidated subsidiaries was estimated to be 91 to 1.

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•	An annual equity grant with a value of $200,000, subject to one-year vesting;

•	$50,000 annual cash retainer;

•	No per-meeting fees; and

•	Annual Board and committee chairperson and membership fees as set forth below:

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•	each person (or group within the meaning of Section 13(d)(3) of the Exchange Act) who is known by us to beneficially own 5% or more of our common stock as of the Reference Date;

•	each member of our Board and each of our named executive officers; and

•	all members of our Board and our executive officers as a group.

•	A person is deemed to be the beneficial owner of securities that he or she has the right to acquire within 60 days from the Reference Date through the exercise of any option, warrant, or right.

•	Shares of our common stock subject to options, warrants, or rights which are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options, warrants, or rights, but are not deemed outstanding for computing the ownership percentage of any other person.

•	The amounts and percentages are based upon 64,012,017 shares of common stock outstanding as of the Reference Date.

•	The foregoing outstanding share number includes employee equity awards that have been settled but excludes awards that are vested but not yet delivered (if any).

•	The table below, however, includes awards that have vested or will vest within 60 days of the Reference Date even if the underlying shares have not yet been delivered.

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•	FOR each of the director nominees (Proposal No. 1);

•	FOR ratification of the appointment of Deloitte & Touche LLP as Verint’s independent registered public accounting firm for the year ending January 31, 2019 (Proposal No. 2); and

•	FOR approval, on a non-binding, advisory basis, of the compensation of the named executive officers as disclosed in this proxy statement (Proposal No. 3).

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Proposal No. 1 - Election of Directors - in order for a nominee to be elected, such nominee must receive a plurality of votes of the shares present in person or represented by proxy at the 2018 Annual Meeting and entitled to vote on the election of directors. That means the seven nominees receiving the highest number of votes will be elected. This is not considered a routine matter and banks, brokers, or other nominees may not vote without instructions from the stockholder. Because directors need only be elected by a plurality of the vote, abstentions, broker non-votes, and withheld votes will not affect whether a particular nominee has received sufficient votes to be elected. However, under our director resignation policy, any nominee for director who, in an uncontested election, fails to receive more votes “for” his or her election than “withheld” must promptly tender his or her resignation for consideration by the corporate governance & nominating committee and subsequently by the Board. Our director resignation policy is available on our website at https://www.verint.com/investor-relations/corporate-governance/corporate-governance-policies/index.html

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Proposal No. 2 - Ratification of independent registered public accountants - the proposal for the ratification of the appointment of Deloitte & Touche LLP as Verint’s independent registered public accountants for the year ending January 31, 2019 requires approval by the vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote. This is considered a routine matter on which banks, brokers, or other nominees may vote if no instructions are provided by the stockholder, however, abstentions will count as votes against this proposal.

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Proposal No. 3 - Approval of the compensation of the named executive officers - the advisory vote to approve the compensation of the named executive officers as disclosed in this proxy statement requires approval by the vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote. This is not considered a routine matter and banks, brokers, or other nominees may not vote without instructions from the stockholder. Broker non-votes will not affect whether this proposal is approved, however, abstentions will count as votes against this proposal.

•	shares held directly in your name as the “stockholder of record”; and

•	shares held for you as the beneficial owner through a broker, bank, or other nominee in “street name”.

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Stockholder of Record: If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered the stockholder of record, and the Notice is being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the 2018 Annual Meeting without further authorization from a third party.

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Beneficial Owner: If your shares are held in a stock brokerage account, by a bank, or other nominee, you are considered the beneficial owner of shares held in street name by such third party, and the Notice is being forwarded to you by your broker, bank, or their nominee. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your shares and you are also invited to attend the 2018 Annual Meeting. Since you are not the stockholder of record, however, you may not vote these shares in person at the 2018 Annual Meeting unless you obtain a legal proxy from the record holder (your broker, bank, or other nominee). You may vote shares beneficially held by you as set out in the voting instruction card you receive from your broker, bank, or other nominee.

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Internet. If you hold shares as the stockholder of record, you can submit a proxy over the Internet to vote those shares at the 2018 Annual Meeting by accessing the website shown on the proxy card you received from us and following the instructions provided. If you are a beneficial owner of shares, your broker, bank, or other nominee may or may not permit you to provide them with instructions over the Internet for how to vote your shares; please refer to the instructions provided by your broker, bank, or other nominee on the voting instruction card you received from your broker, bank or other nominee.

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Telephone. If you hold shares as the stockholder of record, you can submit a proxy over the telephone to vote your shares by following the instructions provided in the Notice you received from us, or if you received a printed version of the proxy materials by mail, by following the instructions provided with the proxy card you received from us. If you are a beneficial owner of shares, your broker, bank or other nominee may or may not permit you to provide them with instructions over the phone for how to vote your shares; please refer to the instructions provided by your broker, bank or other nominee on the voting instruction card you received from your broker, bank, or other nominee.

•	Mail. You may submit a proxy or voting instructions by mail to vote your shares at the 2018 Annual Meeting. Please mark, date, sign, and return the proxy card or voting instruction card enclosed with the proxy materials you received from us or from your broker, bank or other nominee in the mail.

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•	notifying our Corporate Secretary in writing before the 2018 Annual Meeting that you have revoked your proxy;

•	signing and delivering a later dated proxy to our Corporate Secretary;

•	voting by using the Internet or the telephone (your last Internet or telephone proxy is the one that is counted); or

•	voting in person at the 2018 Annual Meeting.

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•	as to the nominee:

•	the name, age, business address and residential address of such person;

•	the principal occupation or employment of such person;

•	the class, series and number of our securities that are owned of record or beneficially by such person;

•	the date or dates the securities were acquired and the investment intent of each acquisition;

•	any other information relating to such person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Exchange Act (or any comparable successor rule or regulation);

•	any other information relating to such person that the Board or any nominating committee of the Board reviews in considering any person for nomination as a director, as will be provided by our Corporate Secretary upon request; and

•	as to the stockholder giving the notice and any Stockholder Associate (as such term is defined below):

•	the name and address of the stockholder, as they appear on our stock ledger, and, if different, the current name and address of the stockholder, and the name and address of any Stockholder Associate;

•	a representation that at least one of these persons is a holder of record or beneficially of our securities entitled to vote at the meeting and intends to remain so through the date of the meeting and to appear in person or by proxy at the meeting to nominate the person or persons specified in the stockholder’s notice;

•	the class, series and number of our securities that are owned of record or beneficially by each of these persons as of the date of the stockholder’s notice;

•	a description of any material relationships, including legal, financial and/or compensatory, among the stockholder giving the notice, any Stockholder Associate and the proposed nominee(s);

•	a description of any derivative positions related to any class or series of our securities owned of record or beneficially by the stockholder or any Stockholder Associate;

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a description of whether and the extent to which any hedging, swap or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of securities) has been made, the effect or intent of which is to mitigate loss to, or manage risk of stock price changes for, or to increase the voting power of, the stockholder or any Stockholder Associate with respect to any of our securities; and

•	a representation that after the date of the stockholder’s notice and until the date of the annual meeting each of these persons will provide written notice to our Corporate Secretary as soon as practicable following a change

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•	a representation as to whether the stockholder giving notice and any Stockholder Associate intends, or intends to be part of a group that intends: (A) to deliver a proxy statement and/or form of proxy to stockholders; and/or (B) otherwise to solicit proxies from stockholders in support of the proposed nominee; and

•

a written consent of each proposed nominee to serve as a director of Verint, if elected, and a representation that the proposed nominee (A) does not or will not have any undisclosed voting commitments or other arrangements with respect to his or her actions as a director; and (B) will comply with our By-laws and all of our applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines.

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