Comtech Telecom Announces Material Agreement & Officer Changes

TL;DR

Comtech Telecom inked a big deal and shuffled execs/board. Big changes ahead?

AI Summary

Comtech Telecommunications Corp. announced on November 17, 2024, the entry into a material definitive agreement and changes in its board and officer composition. The filing also includes financial statements and exhibits related to these events. Specific details regarding the agreement and officer changes were not provided in this excerpt.

Why It Matters

This filing signals significant corporate actions, including a new material agreement and potential leadership shifts, which could impact the company's strategic direction and operational performance.

Risk Assessment

Risk Level: medium — The entry into a material definitive agreement and changes in directors/officers introduce uncertainty and potential strategic shifts that could affect the company's future performance.

Key Players & Entities

• Comtech Telecommunications Corp. (company) — Filer of the 8-K report
• November 17, 2024 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.10 — ch registered Common Stock, par value $0.10 per share CMTL NASDAQ Stock Market LL
• $350,000 — ated matters in an amount not to exceed $350,000; and (v) the Company and members of the

Filing Documents

• tm2428757d1_8k.htm (8-K) — 34KB
• tm2428757d1_ex10-1.htm (EX-10.1) — 125KB
• tm2428757d1_ex99-1.htm (EX-99.1) — 19KB
• logo.jpg (GRAPHIC) — 10KB
• 0001104659-24-120186.txt ( ) — 413KB
• cmtl-20241107.xsd (EX-101.SCH) — 3KB
• cmtl-20241107_lab.xml (EX-101.LAB) — 33KB
• cmtl-20241107_pre.xml (EX-101.PRE) — 22KB
• tm2428757d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Cooperation Agreement with Investor Group On November 17, 2024, Comtech Telecommunications Corp. (the "Company") entered into a cooperation agreement (the "Cooperation Agreement") with Fred Kornberg, Michael Porcelain and Oleg Timoshenko (collectively the "Investor Group," and each individual, a "member" of such group). Pursuant to the Cooperation Agreement, the Company's Board of Directors (the "Board") appointed Michael J. Hildebrandt to serve on the Board and agreed to nominate, support and recommend Mr. Hildebrandt for election at the Company's Fiscal 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"). Mr. Hildebrandt will join the Audit Committee and Nominating and Governance Committee. The Company agreed not to renominate two incumbent directors for election at the 2024 Annual Meeting. The Investor Group has withdrawn its nomination of candidates for election to the Board at the 2024 Annual Meeting and has agreed to support the Company's slate of directors for election at the annual meeting. Pursuant to the Cooperation Agreement, the Company and the Investor Group will cooperate to identify an additional candidate to be appointed to the Board at a later date as an independent director (such director, together with Mr. Hildebrandt, the "New Directors"). Michael Porcelain will have the ability to recommend a replacement director in the event that a New Director ceases to serve as a director during the term of the Cooperation Agreement, subject to certain minimum shareholding conditions for the Investor Group. The Cooperation Agreement further provides, among other things, that until its termination date (as described below), (i) each member of the Investor Group will be subject to customary standstill restrictions, including, among others, with respect to proxy solicitations, stockholder proposals and extraordinary transactions; (ii) each member of the Investor Group will vote all shares of

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Director Effective November 18, 2024, the Board appointed Michael J. Hildebrandt to serve as an independent director and as a member of the Audit Committee and Nominating and Governance Committee. Mr. Hildebrandt, 52, currently serves as a Senior Investment Professional at Freshford Capital, an advisory firm providing investment advice and management services to clients, since February 2011. At Freshford Capital, Mr. Hildebrandt invests in various industry verticals, including government and construction services, energy, space and satellite, telecom, media and special situations. Prior to joining Freshford Capital, Mr. Hildebrandt held senior investment roles at Silver Capital Management LLC, a multi-strategy investment fund, and GAMCO Investors, Inc., a global investment management company, where he focused on public and private equity initiatives. Earlier in his career, he served as a Private Equity Associate at Aurora Capital and as an Investment Banking Analyst at Salomon Brothers, specializing in mergers and acquisitions within the industrial sector. Mr. Hildebrandt holds a BS from Wake Forest University and an MBA from The Wharton School, where he double majored in finance and accounting. Except for the arrangements disclosed herein, there are no arrangements or understandings between Mr. Hildebrandt and any other persons pursuant to which Mr. Hildebrandt was selected as a director, and there are no transactions in which Mr. Hildebrandt has an interest which requires disclosure under Item 404(a) of Regulation S-K. Mr. Hildebrandt will receive compensation for service on the Board in accordance with the standard compensatory arrangement described in the Company's proxy statement filed on November 16, 2023 for non-employee directors. In connection with his appointment, Mr. Hildebrandt an

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release issued by the Company on November 18, 2024 announcing the execution of the Cooperation Agreement and the appointment of Mr. Hildebrandt to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Cooperation Agreement, dated November 17, 2024, by and among Comtech Telecommunications Corp. and Michael Porcelain, Fred Kornberg and Oleg Timoshenko. 99.1 Press Release, dated November 18, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMTECH TELECOMMUNICATIONS CORP. Dated: November 18, 2024 By: /s/ Michael A. Bondi Name: Michael A. Bondi Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR