VIEX Capital Advisors, LLC and the other participants in its solicitation (collectively, the “VIEX-led investor group” or “we”) today issued the below statement in response to the director candidate Q&A released by KVH Industries, Inc. (NASDAQ: KVHI) (“KVH” or the “Company”) on June 14, 2021. The VIEX-led investor group is seeking to elect two highly-qualified individuals – John Mutch and Eric Singer – to KVH’s Board of Directors (the “Board”) at the Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2021.
“We contend that KVH’s 11 th -hour nominee Q&A is just another disingenuous ploy – one that stockholders should closely scrutinize and reject. This morning’s written Q&A, which appears to be full of consult-manufactured spin, seems to have been developed to win the support of large institutional stockholders focused on important environmental, social and governance considerations. However, we question how any governance-conscious institution could find this Q&A persuasive when the Company’s nominees were not asked several critical questions, including:
- Were you identified by an independent search firm or were you identified by one of the Company’s defensive advisors, who you worked with in the past?
- How would you work to hold management accountable given that founder and chairman Martin Kits van Heyningen is also KVH’s long-serving chief executive officer?
- How would you address the institutional nepotism given that Mr. Kits van Heyningen has multiple family members working at KVH?
- How should the Board rebuild stockholder trust after spending at least 5% of the Company’s cash position on this proxy fight (which the VIEX-led investor group, that beneficially owns nearly 10% of the company’s outstanding stock, would have settled for one designee)?
- Was it sound governance for the Board to authorize at least $2 million in proxy fight expenses when KVH does not appear to have repaid its nearly $7 million government loan under the Paycheck Protection Program?
- Given that KVH’s corporate governance policies have been rebuked by leading independent proxy firms over the past week, what enhancements would you suggest?
After two decades of abysmal financial performance and insular governance practices, Mr. Kits van Heyningen and his hand-picked directors should not be allowed to continue carrying out their own refreshment efforts. Stockholders should also remember that VIEX has highlighted that each of KVH’s nominees have past ties to the Company’s defense advisors.
Despite KVH’s ongoing attempts to misrepresent the PLX case and smear the VIEX nominees, we hope stockholders see through the smokescreen. An objective review of our nominees versus the Company’s nominees should yield a clear conclusion: Eric Singer and John Mutch have superior governance acumen, ownership perspectives and turnaround experience in the tech sector. They can help fix the broken culture in KVH’s boardroom.”
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WE URGE STOCKHOLDERS TO VOTE ON THE WHITE PROXY CARD TO ELECT THE VIEX SLATE
AS A REMINDER, GLASS LEWIS HAS ENDORSED VIEX’S CASE FOR CHANGE
CONTACT INFO@SARATOGAPROXY.COM WITH ANY QUESTIONS REGARDING HOW TO VOTE
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