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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 1, 2019
By E-Mail
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Re: Verint Systems Inc.
Preliminary Proxy Statement filed by Neuberger Berman
Investment
Advisers LLC, Neuberger Berman Investment Advisers Holdings
LLC,
Neuberger Berman Group LLC, NBSH Acquisition LLC, Scott
Hoina,
Benjamin Nahum, Amit Solomon, Beatriz V. Infante, Mark N.
Greene and
Oded Weiss
Filed on April 24, 2019
File No. 001-34807
Dear Mr. de Wied:
We have reviewed your filing and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your filing, by providing
the requested
information, or by advising us when you will provide the requested response.
If you do not
believe our comments apply to your facts and circumstances or do not believe
an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you
provide in
response to this comment, we may have additional comments.
Preliminary Proxy Statement
1. Please revise your proxy statement to provide the disclosure required
by Item 1(c) of
Schedule 14A.
Cover Letter
2. Your disclosure that your nominees "...are committed to acting in the
best interests of all
stockholders" suggests that the current board has not acted or will
not act in the best
interests of Verint security holders. You must avoid issuing
statements that directly or
indirectly impugn the character, integrity or personal reputation or
make charges of
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
May 1, 2019
Page 2
illegal, improper or immoral conduct without factual foundation. Please
provide a factual
foundation for your disclosure. In this regard, note that the factual
foundation for such
assertion must be reasonable. Refer to Rule 14a-9.
Reasons for this Solicitation, page 5
3. Each statement or assertion of opinion or belief must be clearly
characterized as such,
and a reasonable factual basis must exist for each such opinion or
belief. Support for
opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to
the staff on a supplemental basis. Please provide support for the
following disclosure:
your assertion that NICE is Verint's "closest peer" (page 5);
your disclosure that for fiscal years 2016, 2017 and 2018 company
management "has
failed to meet a variety of financial targets' set by the board
under the company's
executive bonus program (page 7);
your belief that Verint's stock has underperformed as a result of
operating two
business units (page 8);
your disclosure that Dr. Greene and Ms. Herscher "are both highly
regarded software
executives and public-company board members" (page 9);
your disclosure that "Mr. Egan told Neuberger Berman that the Board
was amenable
to adding Ms. Herscher because Verint needed a woman on the Board"
(page 10);
your stated opinion that "Verint's Lead Independent Director lacks
clearly disclosed
key authorities to be effective in that vital oversight role" (page
10);
your disclosure that on an earnings call in March 2018 Mr. Bodner
indicated that
"Verint did not intend to separate CIS and CES..." (page 10);
your disclosure that at a meeting on December 7, 2018 Mr. Bodner
stated that
"...Verint's customers do not want to transition to the cloud, and
that Verint had no
intention to pursue a cloud-centric strategy for CES" (page 11);
4. We note your disclosure that only one of the company's independent
directors has served
as a senior executive of a software company. We note that Dr. Nottenburg
served as
president and CEO of Sonus Networks and that Mr. Egan appears to have
served in
senior roles at EMC Corporation. Please revise or advise.
5. Your characterization of the topic for the meeting in March 2018
described on page 10
suggests that the you and the company agreed that the company had issues
of
"underperformance, complex operating structure, and a lack of a detailed
cloud strategy."
Please revise, if true, to clarify that this was your view of the issues
facing the company
at that time.
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
May 1, 2019
Page 3
Background to the Solicitation, page 9
6. We note that the company has had female members of the board prior to
Ms. Herscher.
Thus, revise your disclosure on page 10.
7. Your disclosure in the first March 15, 2019 suggests that Mr. Egan
decided to reject your
potential nominees on his own, without input or discussions with other
directors. Please
revise to clarify whether you believe this to be the case and, if so,
please provide us
support for such disclosure.
8. Please provide us support for your disclosure of the reasons presented
by Mr. Schassler in
connection with his decision to withdraw from consideration for the
Verint board.
Proposal 1: Election of Directors, page 19
9. Please revise the disclosure regarding Dr. Greene to clarify his
business experience
during the past five years. Your current disclosure is unclear about
where he has worked
during the past five years.
10. On a related note, please provide us support for your statement that Dr.
Greene
"possesses broad access to and acts as a trusted advisor to- senior
financial services
executives worldwide."
Additional Proxy Information, page 28
11. Please revise the disclosure under the caption "Revocation of Proxies"
to clarify that a
later-dated company proxy would also serve as a revocation of a
previously-submitted
proxy.
Form of Proxy Card
12. Please revise the form of proxy to clearly identify it as being
preliminary. Refer to Rule
14a-6(e)(1) of Regulation 14A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to me at (202) 551-3619.
Sincerely,
/s/ Daniel F.
Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers
and Acquisitions