vrnt-20220907Verint Systems Inc00011663888-Kfalse00011663882022-09-072022-09-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2022
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Verint Systems Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-34807 | 11-3200514 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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175 Broadhollow Road |
Melville, | New York | 11747 |
(Address of principal executive offices, and zip code) (Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $.001 par value per share | VRNT | The NASDAQ Stock Market, LLC |
| | (NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2022, Verint Systems Inc. (“Verint”) announced a Chief Financial Officer succession plan. Under the succession plan, Douglas Robinson will step down as CFO of Verint and Grant Highlander will be appointed as CFO of Verint effective on a date to be determined (the “Transition Date”) during the fourth quarter of the current fiscal year (ending January 31, 2023).
Mr. Highlander currently serves as the CFO of Verint’s Customer Engagement business, which has encompassed all of Verint’s business activities since the spin-off of Cognyte Software Ltd. on February 1, 2021. Mr. Highlander has held this position since 2015. Prior to joining Verint, Mr. Highlander spent over 17 years at IBM in a number of finance roles culminating in Vice President & CFO of IBM Security.
Mr. Highlander is currently party to an offer letter and a standard employee agreement with us. We expect to enter into a new executive employment agreement with Mr. Highlander effective on the Transition Date, the terms of which have not yet been determined. There are no family relationships between Mr. Highlander and any of Verint’s directors or executive officers and there are no arrangements or understandings between him and any other person pursuant to which he was selected for his position. There are no related person transactions involving Mr. Highlander that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Mr. Robinson is expected to remain with Verint in an advisory role following the Transition Date on terms which have not yet been determined.
A copy of the press release issued by Verint announcing the CFO succession plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit | | |
Number | | Description |
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104 | | Cover Page Interactive Data File (embedded within XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | VERINT SYSTEMS INC. |
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Date: | September 7, 2022 | | |
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| | By: | /s/ Douglas E. Robinson |
| | | Name: | Douglas E. Robinson |
| | | Title: | Chief Financial Officer |
Document
Press Release
Verint Announces Chief Financial Officer Succession Plan
Douglas Robinson will be succeeded by Grant Highlander in Q4
MELVILLE, N.Y. , Sept. 7, 2022 — Verint® Systems Inc. (NASDAQ: VRNT) today announced a succession plan under which Grant Highlander will succeed Douglas Robinson as Chief Financial Officer of the Company during the fourth quarter of the current fiscal year (ending January 31, 2023) on a specific date to be determined. Mr. Robinson is expected to remain with the Company in an advisory role, reporting to the CEO, following the effective date to help ensure a seamless transition.
"We are extremely pleased to elevate Grant as Verint’s next CFO," said Dan Bodner, Verint’s Chief Executive Officer. “Grant has more than 20 years of experience in financial operations. He joined Verint seven years ago and has played a leading role in our cloud transformation.”
Mr. Bodner continued, “Doug has been our CFO for 16 years and we are very grateful for his leadership, expertise and stewardship, as well as his efforts in developing Grant as his successor.”
“I am proud of the company we have built over the last 16 years and excited about its future. We have a strong management team that I have enjoyed working with, and I’d like to thank Dan and the Board for the opportunity to be part of the Verint journey. I look forward to working with Grant and the team in an advisory capacity following the transition date,” said Doug Robinson.
About Verint Systems Inc.
Verint® (Nasdaq: VRNT) helps the world’s most iconic brands – including over 85 of the Fortune 100 companies – build enduring customer relationships by connecting work, data and experiences across the enterprise. The Verint Customer Engagement portfolio draws on the latest advancements in AI and analytics, an open cloud architecture, and The Science of Customer Engagement™ to help customers close The Engagement Capacity GapTM.
Verint. The Customer Engagement Company™. Learn more at Verint.com.
This press release contains "forward-looking statements," including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based on management's expectations that involve a number of risks, uncertainties, and assumptions, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. For a detailed discussion of these risk factors, see our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 and other filings we make with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release and, except as required by law, Verint assumes no obligation to update or revise them or to provide reasons why actual results may differ.
VERINT, VERINT DA VINCI, THE CUSTOMER ENGAGEMENT COMPANY, BOUNDLESS CUSTOMER ENGAGEMENT, THE ENGAGEMENT CAPACITY GAP and THE SCIENCE OF CUSTOMER ENGAGEMENT are trademarks of Verint Systems Inc. or its subsidiaries. Verint and other parties may also have trademark rights in other terms used herein.
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Investor Relations Contact:
Matthew Frankel, CFA
Verint Systems Inc.
(631) 962-9672
matthew.frankel@verint.com