Document

DEF 14A 1 vrnt-2022definitiveproxyst.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement

¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ			Definitive Proxy Statement

¨			Definitive Additional Materials

¨			Soliciting Material under §240.14a-12

VERINT SYSTEMS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


þ			No fee required

¨			Fee paid previously with preliminary materials.

¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

175 Broadhollow Road

Melville, New York 11747

Letter from our Chairman

May 6, 2022

Dear Verint Stockholder:

I am pleased to report that fiscal 2022 (the year ended January 31, 2022, or FYE 22) was a year of many accomplishments for Verint.

At the start of the year, we completed the spin-off of our cyber intelligence business and became a pure-play customer engagement company focused on helping the world’s most iconic brands to close the Engagement Capacity GapTM.

Looking back at FYE 22, we had strong execution of our cloud strategy, as evidenced by our cloud metrics. Cloud revenue increased 40% year-over-year on a GAAP basis and 37% on a non-GAAP basis and we crossed the mid-point of our cloud transition. We believe our cloud momentum reflects the strength of our open cloud platform, our artificial intelligence (AI) focus and differentiation, and our partner strategy. We expect our momentum to continue in the current year ending January 31, 2023 (FYE 23) and believe that we are well-positioned for long-term growth.

We are also pleased with our ongoing Board refreshment efforts, with six new directors in the last four years, including one new director earlier this year, who have collectively brought us additional cloud experience and a track record of driving growth. Three of these new directors have been added since the closing of the spin-off on February 1, 2021. Assuming the re-election of all the directors, following the 2022 Annual Meeting our average director tenure (excluding myself) will be four years. We have also increased the diversity of our Board, which now includes two female directors, and we intend to continue with these efforts.

I would like to take this opportunity to invite you to attend our 2022 Annual Meeting of Stockholders, which will be a virtual meeting held over the Internet, on Thursday, June 23, 2022, at 11:00 A.M. Eastern Time. As we did last spring, we have again decided to hold the meeting in virtual-only format this year due to its greater convenience and to provide flexibility in light of continued concerns related to COVID-19. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Whether or not you plan to attend the virtual meeting, we encourage you to read the proxy materials and to vote. You can find additional information about our business performance for the year in our Annual Report on Form 10-K, which accompanies this proxy statement.

On behalf of the Board of Directors, I would like to express our appreciation for your continued support of Verint.


			Sincerely,

			Dan Bodner
			Chairman and Chief Executive Officer

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

We would like to take this opportunity to invite you to attend our 2022 Annual Meeting of Stockholders.


Date and Time			Attendance
June 23, 2022 11:00 a.m. Eastern Time			Meeting live via the Internet by visiting www.virtualshareholdermeeting.com/VRNT2022

PROPOSALS TO BE VOTED ON AT THE MEETING


Proposal			Board Recommendation
1.Election of ten directors to serve until the 2023 Annual Meeting of Stockholders			FOR THE BOARD’S NOMINEES
2.Advisory vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year			FOR
3.Advisory vote to approve the compensation of our named executive officers (say-on-pay)			FOR
4.Amendment to our certificate of incorporation to increase our authorized number of shares of common stock			FOR

Other matters that are properly brought before the meeting may also be considered.

Only stockholders at the close of business on May 2, 2022 are entitled to vote.

You will be able to attend the virtual 2022 Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/VRNT2022 and entering your 16-digit control number included in the notice containing instructions on how to access the 2022 Annual Meeting materials, your proxy card, or the voting instructions that accompanied your proxy materials.

We encourage you to vote your shares before the meeting, even if you plan to attend the virtual meeting.

You can find additional information about our business performance for the year ended January 31, 2022 in our Annual Report on Form 10-K, which accompanies this proxy statement.

This Notice of 2022 Annual Meeting of Stockholders and the attached proxy statement are first being sent to stockholders of record as of May 2, 2022 on or about May 6, 2022.


			By Order of the Board of Directors,

			Jonathan Kohl
			Senior Vice President, General Counsel and Corporate Secretary

May 6, 2022

Instructions on How to Vote


If you are a registered holder (you hold shares directly with our transfer agent)			If you are a beneficial holder (you hold shares through a bank, broker, or other nominee)
You can vote online, by phone, or by signing, dating and returning the attached proxy card			You should use the voting instructions and materials provided to you by your bank, broker, or other nominee (which may also include instructions for voting online, by phone, or by completing and mailing a voting instruction card)
If you wish to attend the virtual meeting, you will also be able to vote your shares electronically during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/VRNT2022 and entering your 16-digit control number included in the notice containing instructions on how to access the 2022 Annual Meeting materials, your proxy card, or the voting instructions that accompanied your proxy materials.

Important Notice of the Internet Availability of Proxy Materials

The Proxy Statement and our Annual Report for the year ended January 31, 2022 are available to stockholders at www.proxyvote.com.

TABLE OF CONTENTS


			Page
PROXY STATEMENT			1
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING			2
FORWARD-LOOKING STATEMENTS			8
PROPOSAL NO. 1			9
PROPOSAL NO. 2			13
PROPOSAL NO. 3			14
PROPOSAL NO. 4			16
OTHER MATTERS			18
CORPORATE GOVERNANCE			19
EXECUTIVE OFFICERS			27
EXECUTIVE COMPENSATION			28
DIRECTOR COMPENSATION			60
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			64
DELINQUENT SECTION 16(A) REPORTS			67
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			68
AUDIT MATTERS			76
REPORT OF THE AUDIT COMMITTEE			77
STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING			79
SOLICITATION OF PROXIES			81
HOUSEHOLDING			82
ANNUAL REPORT			83
APPENDIX A - CERTIFICATE OF AMENDMENT			84
APPENDIX B - SUPPLEMENTAL INFORMATION REGARDING NON-GAAP MEASURES			86
FORM OF PROXY CARD			89

PROXY STATEMENT

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 “2022 Annual Meeting”) to be held on June 23, 2022, at 11:00 a.m. Eastern Time, or any adjournment or postponement of this meeting.

v The 2022 Annual Meeting will be an audio virtual meeting held over the Internet. You will be able to attend the 2022 Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/VRNT2022 and entering your 16-digit control number included in the Notice of Internet Availability of Proxy Materials (the “Notice”), your proxy card, or the voting instructions that accompanied your proxy materials.

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 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, 2022 to each stockholder entitled to vote at our 2022 Annual Meeting on or about May 6, 2022.

v The fiscal year ended January 31, 2022 is referred to in this proxy statement as FYE 22. The fiscal year ending January 31, 2023 is referred to in this proxy statement as FYE 23. The separation of our former Cyber Intelligence Solutions division by way of a pro-rata spin-off on February 1, 2021 is referred to in this proxy statement as the Cognyte spin-off. The division formerly referred to as Customer Engagement Solutions prior to the Cognyte spin-off and that comprises our operations after the Cognyte spin-off is referred to in this proxy statement as CES.

QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING

Although we encourage you to read this proxy statement in its entirety, we include this question and answer section to provide some background information and brief answers to several questions you might have about the 2022 Annual Meeting.

Q: Why am I receiving these materials?

A: The Board is providing these proxy materials to you in connection with its solicitation of your proxy to vote at the 2022 Annual Meeting because you were a holder of Verint Systems Inc. common stock or preferred stock as of the close of business on May 2, 2022 (the “Record Date”) and are entitled to vote at the 2022 Annual Meeting. As of the Record Date, there were (a) 64,676,525 shares of our common stock outstanding; (b) 200,000 shares of our Series A Convertible Perpetual Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) outstanding, and (c) 200,000 shares of our Series B Convertible Perpetual Preferred Stock, par value $0.001 per share (“Series B Preferred Stock,” and together with the Series A Preferred Stock, “Preferred Stock”) outstanding. The Preferred Stock is entitled to vote together with the common stock on an as-converted basis on all matters submitted to the vote of holders of common stock. Together with the shares of common stock into which the Preferred Stock was convertible as of the Record Date, there are 74,319,797 shares entitled to vote at the 2022 Annual Meeting. This proxy statement summarizes the information you should consider in determining how to vote on the proposals expected to be presented at the 2022 Annual Meeting.

Q: Who is soliciting my vote?

A: In this proxy statement, the Board is soliciting your vote for matters being submitted for stockholder approval at the 2022 Annual Meeting. Giving us your proxy means that you authorize the proxy holders identified on the proxy card or in the proxy materials to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of our director nominees. You also may abstain from voting. If you sign and return a proxy card but do not mark how your shares are to be voted, the individuals named as proxies will vote your shares, if permitted, in accordance with the Board’s recommendations.

Q: How many shares must be present to hold the 2022 Annual Meeting?

A: Holders of a majority of the issued and outstanding shares of our common stock and shares of common stock into which the Preferred Stock is convertible, taken together, as of the Record Date must be represented in person or by proxy at the 2022 Annual Meeting in order to conduct business. This is called a quorum. If you vote, your shares will be part of the quorum. Abstentions, “withhold” votes, and broker non-votes also will be counted in determining whether a quorum exists.

Q: What are the proposals and the voting recommendations of the Board?

A: The proposals to be considered, and the recommendation of the Board on each, are as follows:

•FOR each of our 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, 2023 (Proposal No. 2);

•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); and

•FOR approval of an amendment to our certificate of incorporation to increase our authorized number of shares of common stock (Proposal No. 4).

Q: How will voting on any business not described in the proxy statement be conducted?

A: We are not currently aware of any other business to be acted upon at the 2022 Annual Meeting. If any other matters are properly submitted for consideration at the 2022 Annual Meeting, including any proposal to adjourn the 2022 Annual Meeting, the persons named as proxies will vote the shares represented thereby in their discretion. Adjournment of the 2022 Annual Meeting may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by approval of the holders of common stock and Preferred Stock representing a majority of the votes present in person or by proxy at the 2022 Annual Meeting, whether or not a quorum exists, without further notice (other than an announcement made at the 2022 Annual Meeting).

Q: What vote is required to approve each proposal?

A: So long as there is a quorum, the voting requirement for each of the proposals is as follows:

•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 2022 Annual Meeting and entitled to vote on the election of directors. That means the ten nominees receiving the highest number of votes will be elected. This is not considered a routine matter and therefore 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. Under our director resignation policy, however, 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/.

•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, 2023 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 without instructions from the stockholder. Abstentions will count as votes against this proposal.

•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.

•Proposal No. 4 – Approval of an amendment to our certificate of incorporation to increase our authorized number of shares of common stock – The proposal for the amendment of our certificate of incorporation to increase our authorized number of shares of common stock 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 without instructions from the stockholder. Abstentions will count as votes against this proposal.

Q: How many votes do I have?

A: Each share of common stock owned at the close of business on the Record Date is entitled to one vote. Each share of Series A Preferred Stock owned at the close of business on the Record Date is entitled to approximately 28 votes. Each share of Series B Preferred Stock owned at the close of business on the Record Date is entitled to approximately 20 votes. As of the Record Date, all shares of Preferred Stock were owned by affiliates of Apax Partners.

Shares entitled to vote include:

•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”.

The common stock and Preferred Stock vote together on all matters to be considered at the 2022 Annual Meeting.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A: Most of our stockholders hold their shares through a broker, bank, or other nominee (beneficial ownership) rather than directly in their own name (record ownership). As summarized below, there are some distinctions between shares held of record and those owned beneficially.

•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 online at the 2022 Annual Meeting.

•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. As a beneficial owner, you also have the right to vote your shares online at the 2022 Annual Meeting. 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. WE STRONGLY ENCOURAGE YOU TO PROVIDE VOTING INSTRUCTIONS TO YOUR BROKER, BANK OR OTHER NOMINEE SO THAT YOUR VOTE WILL BE COUNTED.

Q: Why is the 2022 Annual Meeting being held in virtual-only format?

A: We have decided to hold the 2022 Annual Meeting in virtual-only format again this year due to its greater convenience and to provide flexibility in light of continued concerns related to the COVID-19 pandemic. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Even if you plan to attend the virtual 2022 Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the virtual 2022 Annual Meeting.

Q: How do I vote my shares if I do not plan to participate in the virtual 2022 Annual Meeting?

A: Whether you are a stockholder of record or hold your shares in street name, you may direct your vote without participating in the virtual 2022 Annual Meeting.

If you are a stockholder of record, you may vote your shares over the Internet or by telephone by following the instructions on the Notice. If you requested printed copies of the proxy materials by mail, you may also vote by signing and submitting your proxy card and returning it by mail. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney, or officer of a corporation), you should indicate your name and title or capacity.

If you are the beneficial owner of shares held in street name, you should follow the instructions in the voter instruction form provided by your broker, bank, or other nominee, which may include instructions for voting your shares electronically over the Internet or by telephone. If you requested printed copies of the proxy materials by mail, you may also vote by signing the voter instruction form provided by your broker, bank, or other nominee and returning it by mail. If you provide specific directions on how to vote by mail, telephone or over the Internet, your shares will be voted by your broker, bank or other nominee as you have directed.

Q: How do I vote my shares at the virtual 2022 Annual Meeting?

A: Whether you are a stockholder of record or hold your shares in street name, you may vote online at the 2022 Annual Meeting. You will need to enter your 16-digit control number (included in your Notice, your proxy card or the voting instructions that accompanied your proxy materials) to vote your shares at the 2022 Annual Meeting.

Even if you plan to attend the virtual 2022 Annual Meeting, we encourage you to vote in advance of the meeting by telephone, over the Internet, or by returning a proxy card (if you are a record holder) or the voting instruction form provided by your broker (if you are a beneficial holder). This will ensure that your vote will be counted if you later decide not to attend the 2022 Annual Meeting.

Q: How can I ask questions during the virtual 2022 Annual Meeting?

A: Stockholders who wish to submit a question may do so in two ways. If you want to ask a question before the meeting, beginning on May 6, 2022 and until 11:59 p.m. Eastern Time on June 22, 2022, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Questions for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/VRNT2022, type your question into the “Ask a Question” field, and click “Submit”.

We intend to answer questions pertinent to the proposals described above as time allows during the 2022 Annual Meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. The 2022 Annual Meeting is not to be used as a forum to present personal matters, or general economic, political or other views that are not directly related to the business of Verint and the matters properly before the 2022 Annual Meeting, and therefore questions on such matters will not be answered. Guidelines for submitting written questions

during the 2022 Annual Meeting will be available in the rules of conduct for the 2022 Annual Meeting available at www.virtualshareholdermeeting.com/VRNT2022.

Q: Why did I receive a notice in the mail regarding the Internet availability of proxy materials this year instead of printed paper proxy materials?

A: Pursuant to the “notice and access” rules adopted by the SEC, we are permitted to furnish proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended January 31, 2022, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail or email will remain in effect until you revoke it.

Q: Why did I receive printed paper proxy materials in the mail instead of a Notice regarding the Internet availability of proxy materials?

A: We are providing stockholders who have previously requested that they receive paper copies of the proxy materials with paper copies of the proxy materials instead of a Notice. If you would like to reduce the environmental impact and the costs incurred by us in mailing printed proxy materials, you may elect to receive all future proxy materials electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions for voting using the Internet that are provided with your proxy materials or on your proxy card or voting instruction card and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. Alternatively, you can go to https://enroll.icsdelivery.com/vrnt and enroll for Internet delivery of annual meeting and proxy voting materials.

Q: What does it mean if I receive more than one Notice, or voting instruction card?

A: It generally means that some of your shares are registered differently or are in more than one account. Please be sure to provide voting instructions for all Notices, proxy and voting instruction cards you receive to ensure that all your shares are voted.

Q: Can I vote my shares by filling out and returning the Notice?

A: No. The Notice identifies the items to be voted on at the 2022 Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet and how to request paper copies of the proxy materials. It is not the same as a proxy card from us or a voting instruction card from your broker, bank, or other nominee.

Q: Can I change my vote or revoke my proxy?

A: Yes. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the 2022 Annual Meeting by:

•notifying our Corporate Secretary in writing before the 2022 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

•attending and voting online at the virtual 2022 Annual Meeting.

Any such written notice or later dated proxy must be received by our Corporate Secretary at our principal executive offices located at 175 Broadhollow Road, Melville, New York 11747 before 11:59 p.m. Eastern Time on June 22, 2022, if you are notifying us in writing. Your attendance at the virtual 2022 Annual Meeting will not, by itself, revoke your proxy unless you enter your 16-digit control number and vote again electronically at the virtual 2022 Annual Meeting.

If you are a beneficial owner, you may submit new voting instructions by contacting your bank, broker, or other nominee or by attending and voting online at the virtual 2022 Annual Meeting.

Q: What will happen if I do not instruct my bank, broker, or other nominee how to vote and do not attend the virtual meeting and vote myself?

A: If you are a beneficial owner and you do not instruct your bank, broker, or other nominee how to vote, your bank, broker, or other nominee may vote your shares at its discretion on routine matters but not on non-routine matters. The ratification of the independent registered public accounting firm (Proposal No. 2) and the amendment to our certificate of incorporation (Proposal No. 4) are the only routine matters being presented at the 2022 Annual Meeting. Thus, if you do not otherwise instruct your bank, broker, or other nominee, they may vote your shares “FOR” Proposal No. 2 and Proposal No. 4.

Conversely, all of the other proposals (Proposals Nos. 1 and 3) being presented at the 2022 Annual Meeting are non-routine matters, and banks, brokers, and other nominees cannot vote on these matters without instructions from the beneficial owner. Without your voting instructions on these matters, a “broker non-vote” will occur. Shares held by banks, brokers, or other nominees that do not have discretionary authority to vote uninstructed shares on non-routine matters are not counted or deemed to be present or represented for the purpose of determining whether stockholders have approved a particular matter, but will be counted in determining whether a quorum is present at the 2022 Annual Meeting. See “—Q: How are votes counted?” below for more information.

Q: Who are the proxies and what do they do?

A: The persons named as proxies in the proxy materials, Dan Bodner, our Chief Executive Officer, Douglas Robinson, our Chief Financial Officer, and Peter Fante, our Chief Administrative Officer, were designated by the Board to vote the shares of holders who are not able to vote their shares in person at the 2022 annual meeting, based on valid proxies received by us.

Q: How are votes counted?

A: The shares represented by all valid proxies received will be voted in the manner specified on the proxies. If you are a stockholder of record and you sign, date, and return your proxy card without making specific choices, the persons named as proxies above will vote your shares in accordance with the recommendations of the Board. If you are a beneficial holder, your bank, broker, or other nominee must vote for you unless you attend the virtual meeting and vote there, and as noted above, if you do not provide specific voting instructions to them, your bank, broker, or other nominee may not be able to vote on your behalf. As a result, you are urged to specify your voting instructions by marking the appropriate boxes on the enclosed proxy card or on your voting instruction card, as applicable, even if you plan to attend the virtual meeting in the event you are unable to attend.

Q: Will the 2022 Annual Meeting be webcast?

A: Yes. The 2022 Annual Meeting will be a completely virtual audio meeting and will be webcast live at www.virtualshareholdermeeting.com/VRNT2022. All stockholders may attend and listen live to the webcast of the 2022 Annual Meeting.

Q: Where can I find the voting results of the meeting?

A: The preliminary voting results will be announced at the meeting. The final voting results will be reported in a current report on Form 8-K, which will be filed with the SEC within four business days after the meeting. If our final voting results are not available within four business days after the meeting, we will file a current report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the current report on Form 8-K within four business days after the final voting results are known to us.

Q: Who is paying the costs of soliciting these proxies?

A: The expense of this solicitation, including the cost of preparing, assembling and mailing the various proxy materials, will be borne by us. In addition to the solicitation of proxies by use of the mail, some of our officers and regular employees, without extra remuneration, may solicit proxies personally, by telephone or otherwise. In addition, arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to forward proxy cards and proxy materials to their principals, and we may reimburse them for their expenses in forwarding these materials.

Q: How can I review the list of registered stockholders?

A: A list of registered stockholders entitled to vote at our 2022 Annual Meeting will be available for examination by our stockholders for 10 days prior to our 2022 Annual Meeting for any purpose germane to the 2022 Annual

Meeting. To review the list of registered stockholders, please contact Investor Relations at ir@verint.com. The registered stockholder list will also be available during our 2022 Annual Meeting at www.virtualshareholdermeeting.com/VRNT2022, using the 16-digit control number as described above.

Q: What if I have technical difficulties or trouble accessing the annual meeting webcast?

A: If you encounter difficulties joining the 2022 Annual Meeting webcast during check-in at the meeting time, please call the technical support number posted on the 2022 Annual Meeting webcast login page.

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. All statements relating to events or results that may occur in the future, including, but not limited to, Verint’s future costs of solicitation, record or meeting dates, compensation arrangements, plans or amendments (including those related to profit sharing and stock-based compensation), company policies, corporate governance practices, documents or amendments (including charter or bylaw amendments, stockholder rights plans or similar arrangements) as well as capital and corporate structure (including major stockholders, board structure and board composition), are forward-looking statements. Forward-looking statements generally can be identified by words such as “expect,” “will,” “change,” “intend,” “target,” “future,” “potential,” “estimate,” “anticipate,” “to be,” and similar expressions. These statements are based on numerous assumptions and involve known and unknown risks, uncertainties and other factors that could significantly affect Verint’s operations and may cause Verint’s actual actions, results, financial condition, performance or achievements to be substantially different from any future actions, results, financial condition, performance or achievements expressed or implied by any such 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 Company does not intend, and undertakes no obligation to update or publicly release any revision to any such forward-looking statements, whether as a result of the receipt of new information, the occurrence of subsequent events, the change of circumstance, or otherwise. Each forward-looking statement contained in this Proxy Statement is specifically qualified in its entirety by the aforementioned factors. You are hereby advised to carefully read this Proxy Statement in conjunction with the important disclaimers set forth above prior to reaching any conclusions or making any investment decisions.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

All of our directors are elected at each annual meeting to serve until their successors are duly elected and qualified or their earlier death, resignation, or removal. The Board has nominated the persons named below, all of whom are presently serving on our Board, for election as directors. As of the date of this proxy statement, the Board consists of ten directors and no vacancies. Proxies cannot be voted for a greater number of persons than the number of nominees (ten nominees) named below.

Each of the nominees was recommended for election or reelection by the corporate governance & nominating committee and has been approved by the Board. Each of the nominees has consented to his or her name being submitted by the Company as a nominee for election as a member of the Board in its proxy statement and other solicitation materials to be filed with the SEC and distributed to the Company’s stockholders and in other materials in connection with the solicitation of proxies by the Company and its directors, officers, employees, and other representatives from stockholders to be voted at the 2022 Annual Meeting. Each of the nominees has further consented to serve for the new term if elected. If any nominee becomes unavailable to serve for any reason before the election, which is not anticipated, your proxy authorizes us to vote for another person nominated by the Board. The election of directors will be made by a plurality of votes cast at the 2022 Annual Meeting. That means the ten 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 withhold votes will not affect whether a particular nominee has received sufficient votes to be elected. 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.

As described in detail below, our nominees have considerable professional and business experience, including service on other public company boards and/or as public company executives in the software industry. The recommendation of our Board is based on its carefully considered judgment that the experience, record, and qualifications of our nominees make them well qualified to serve on our Board.

The Board believes that each of the nominees listed brings strong skills and extensive experience to the Board complementing one another and giving the Board as a group the right combination of skills to exercise its oversight responsibilities, drive the Company’s strategy, and create stockholder value, including, among others, in:

•cloud software and cloud transitions

•technology leadership and growth

•sales strategy

•marketing and brand recognition

•customer preferences and perspectives

•mergers and acquisitions

•corporate governance

•executive compensation

•human resources and diversity, equity and inclusion

•public company accounting and operations

•information technology and cyber security

As discussed in further detail under the “Stockholder Engagement” section of the Compensation Discussion and Analysis below, under the supervision of our Board and our compensation committee, in FYE 22, we continued the successful stockholder engagement program that we initiated in prior years, proactively engaging with our stockholders on strategy, compensation, and governance related topics. We value the feedback we receive from stockholders through this process.

We are also pleased with our ongoing Board refreshment efforts, with six new directors in the last four years, including one new director earlier this year, who have collectively brought us additional cloud experience and a track record of driving growth. Three of these new directors have been added since the closing of the Cognyte spin-off on February 1, 2021. Assuming the re-election of all the directors, following the 2022 Annual Meeting our average director tenure (excluding Mr. Bodner) will be four years. We have also increased the diversity of our Board, which now includes two female directors, and we intend to continue with these efforts.

We believe that these actions demonstrate our Board’s desire to maintain an open line of communication with our stockholders and to be responsive to stockholder feedback.

DIRECTOR NOMINEES RECOMMENDED BY THE BOARD


Name	Age	Director Since	Position(s)
Dan Bodner	63	1994	Chairman of the Board and Chief Executive Officer
John Egan	64	2012	Lead Independent Director
Richard Nottenburg	68	2013	Director
William Kurtz	65	2016	Director
Stephen Gold	63	2018	Director
Andrew Miller	61	2019	Director
Jason Wright	50	2020	Director
Linda Crawford	58	2021	Director
Reid French	50	2021	Director
Kristen Robinson	59	2022	Director


			Dan Bodner serves as our Chief Executive Officer and Chairman of the Board. Mr. Bodner has served as our Chief Executive Officer and as a director since the founding of the Company in 1994 and assumed the role of Chairman of the Board in August 2017. Under his vision and leadership, we experienced rapid growth since the inception of the Company. In 2002, we completed a successful IPO. Following the IPO, the Company continued to grow, achieving significant scale and global presence with over $1 billion of revenue in 2015 (prior to the Cognyte spin-off). On February 1, 2021, Mr. Bodner oversaw the successful completion of the spin-off of Cognyte Software Ltd. into an independent public pure-play security analytics company and the transformation of Verint into a pure-play customer engagement company. The Board has concluded that Mr. Bodner’s position as our Chief Executive Officer, his intimate knowledge of our operations, assets, customers, growth strategies, and competitors, his knowledge of the technology, software, and security industries, and his extensive management experience give him the qualifications and skills to serve as a director and our chairman.

			John Egan has served as a director since August 2012, and as Lead Independent Director since August 2017. Mr. Egan is a founding managing partner of Egan-Managed Capital and has served as a managing partner of Carruth Associates, a financial services firm, since 1998. From 1986 to 1997, Mr. Egan held various executive roles at EMC Corporation, including serving as executive vice president of operations, executive vice president of products and offerings, and executive vice president of sales and marketing. Mr. Egan has served as a director of NetScout since 2001, where he is currently lead director, a member of the audit committee, a member of the finance committee and a member of the compensation committee, and Progress Software Corporation since 2011, where he is currently the non-executive chairman of the board and a member of the nominating and governance committee. Previously, he was a director of EMC Corporation and VMWare, prior to EMC being acquired by Dell in 2016. The Board has concluded that Mr. Egan’s financial and business expertise, including a diversified background of managing and serving as a director of several public technology companies and expertise in mergers and acquisitions, gives him the qualifications and skills to serve as a director.

			Richard Nottenburg has served as a director since February 2013, having previously served as a director from July 2011 to November 2011. Mr. Nottenburg is currently an Executive Partner at OceanSoundPartners LP, a private equity firm, and an investor in various early stage technology companies. Previously, Mr. Nottenburg served as President and Chief Executive Officer and a member of the board of directors of Sonus Networks, Inc. from 2008 through 2010. From 2004 until 2008, Mr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its Executive Vice President, Chief Strategy Officer and Chief Technology Officer. Mr. Nottenburg is currently a member of the board of directors of Sequans Communications S.A. (NYSE: SQNS), where he serves as a member of the compensation committee and the audit committee, and a member of the board of directors and chairman of the compensation committee of Cognyte Software Ltd. He previously, served on the boards of directors of PMC-Sierra Inc., Aeroflex Holding Corp., Anaren, Inc., Comverse Technology, Inc. and Violin Memory, Inc. The Board has concluded that Mr. Nottenburg’s financial and business expertise, including his diversified background of managing technology companies, serving as a chief executive officer, and serving as a director of public technology companies, give him the qualifications and skills to serve as a director.


			William Kurtz has served as a director since September 2016. Mr. Kurtz served as the Interim Chief Executive Officer at Ripcord, Inc. from June 2021 to January 2022. Mr. Kurtz previously served as Chief Commercial & Financial Officer of Ripcord from January 2020 to June 2021. Prior to that, Mr. Kurtz served as Executive Vice President and Chief Commercial Officer of Bloom Energy Corporation (“Bloom”) from 2015 to January 2019, and then as a strategic advisor from January 2020 to January 2021. Prior to that, he served as Bloom’s CFO and CCO beginning in 2008. Mr. Kurtz currently sits on the board of directors of Aterian Inc. (formerly Mohawk Group) (Nasdaq: ATER), where he serves as lead independent director and as a member of the audit, compensation, and nominating and corporate governance committees, and on the board of Ripcord, where he serves on the audit committee. Prior to 2008, Mr. Kurtz held the CFO or other senior finance roles for Novellus Systems (now Lam Research), Engenio Information Technologies, 3PARdata (now part of Hewlett Packard Enterprise), Scient Corporation, and AT&T Corporation. Mr. Kurtz previously served as the chairman of the audit committees of Violin Memory, of PMC-Sierra (now part of Microsemi Corporation), and of Redback Networks (now part of Ericsson). The Board has concluded that Mr. Kurtz’s financial and business expertise, including his prior service as the chief financial officer of public companies and his service on the audit committees of several companies, give him the qualifications and skills to serve as a director.

			Stephen Gold has served as a director since August 2018. Mr. Gold served as Chief Technology Officer and Digital Operations Officer for Hudson’s Bay Company from May 2018 until July 2021 and previously served as Chief Information Officer of CVS Health Corporation from July 2012 to December 2017. In addition to his extensive management experience, Mr. Gold served from September 2017 to May 2020 as a director and member of the Governance and the Technology and Operations Committees of World Fuel Service Corporation. The Board has concluded that Mr. Gold’s management experience, including serving as Chief Information Officer for both public and private companies and his experience with data analytics and the cloud, gives him the qualification and skills to serve as director.

			Andrew Miller has served as a director since December 2019. Until his retirement in May 2019, Mr. Miller served as Executive Vice President and Chief Financial Officer of PTC Inc., a global subscription software and cloud leader in the CAD Product Lifecycle Management, and Industrial Internet of Things Software markets, where he held such position since February 2015. From January 2012 to February 2015, Mr. Miller was the Executive Vice President and Chief Financial Officer at Cepheid, Inc., a high growth, public medical technology company, having previously served as its Senior Vice President and Chief Financial Officer beginning in April 2008. Prior to 2008, Mr. Miller held senior executive positions at a number of other software and technology companies, including Autodesk, Inc., MarketFirst Software, Inc., and Cadence Design Systems, Inc. Mr. Miller served on the board of United Online, Inc. from July 2014 until July 2016, where he chaired the audit committee and served on the compensation committee. He currently sits on the board of Vontier Corporation (NYSE: VNT), where he is chair of its audit committee and a member of its compensation committee. In addition, Mr. Miller currently serves as a director of iRobot Corporation (Nasdaq: IRBT), a leading global consumer robot company, where he chairs the audit committee and serves on the nominating and governance committee. The Board has concluded that Mr. Miller’s experience in leading software and technology companies and guiding the business model transition from a perpetual license business model to subscription business model give him the qualifications and skills to serve as a director.

			Jason Wright has served as a director since May 2020. Mr. Wright is a Partner in the Tech & Telecom Group at Apax Partners LLC, where he focuses primarily on investments in enterprise software and technology-enabled services. He is currently a director on the boards of Paycor (Nasdaq: PYCR), Duck Creek (Nasdaq: DCT), Bonterra, Eci Software Solutions, MyCase, Inc. and Tivit. Prior to joining Apax in 2000, Mr. Wright served in a variety of roles at GE Capital, a subsidiary of General Electric Corporation, including the evaluation and execution of investment opportunities for the Technology Ventures Group. Previously, Mr. Wright was a consultant at Andersen Consulting, now Accenture plc. The Board nominated Mr. Wright pursuant to the terms of the Investment Agreement discussed under “Certain Relationships and Related Person Transactions” below.


			Linda Crawford has served as a director since June 2021. She retired from her position as CEO of Helpshift, Inc., a company focused on AI driven customer support solutions for B2C companies, in 2020 following her appointment in 2017. She also served as the Chief Customer Officer of Optimizely, Inc., a SaaS company focused on customer experience, from 2016 to 2017. Prior to Optimizely, Ms. Crawford spent nearly a decade at Salesforce in several executive positions, including Executive Vice President and Chief Executive Officer of the Sales Cloud Products division. Prior to Salesforce, Ms. Crawford held executive positions at Siebel Systems, the company credited for creating the CRM industry. Ms. Crawford has served as a director of ChannelAdvisor (NYSE: ECOM) since 2021 and previously served on the board of Demandware (NYSE), which was acquired by Salesforce in 2016. The Board has concluded that Ms. Crawford’s extensive experience in key executive positions at leading software companies, including those offering cloud-based solutions, driving innovation, employee and customer success gives her the qualifications and skills to serve as a director.

			Reid French has served as a director since June 2021. He served as the chief executive officer of Applied Systems, the leading cloud software provider to the insurance distribution industry, from 2011 to 2019 and as a director from 2011 to 2020. Prior to joining Applied, Mr. French served as chief operating officer at Intergraph Corporation, a global geospatial and computer-aided design software company. Mr. French currently sits on the board of Autodesk, Inc. (Nasdaq: ADSK), a leader in 3D design, engineering and entertainment software, where he has served since 2017. In addition, he serves as a director at Anthology, a leading provider of software to higher learning institutions, and Netdocuments, a cloud-based productivity and content services provider to the legal industry. The Board has concluded that Mr. French’s business expertise, including his background of managing technology companies, serving as a chief executive officer, and serving as a director of public technology companies, give him the qualifications and skills to serve as a director.

			Kristen Robinson has served as a director since February 2022. Kristen is currently the chief people officer of Splunk, Inc., a software platform provider for monitoring, searching, analyzing, and visualizing machine-generated data for operational intelligence, application management, security and compliance, and analytics. She previously served as the chief human resources officer of Pandora Media, a subscription-based music streaming service. Prior to Pandora, Kristen held executive positions at Yahoo!, Verigy and Agilent Technologies.

For stockholders of record, if no voting specification is made on a properly returned or voted proxy card, the person or persons voting your shares pursuant to instructions by proxy card will vote FOR this proposal.

Your vote is important regardless of the number of shares you own. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES NAMED ABOVE.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTANTS

The audit committee has appointed Deloitte & Touche LLP to act as Verint’s independent registered public accountants for the year ending January 31, 2023. The audit committee has directed that such appointment be submitted to our stockholders for ratification at the 2022 Annual Meeting. Deloitte & Touche LLP was Verint’s independent registered public accountants for the year ended January 31, 2022.

Stockholder ratification of the appointment of Deloitte & Touche LLP as Verint’s independent registered public accountants is not required. The audit committee, however, is submitting the appointment to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not ratify the appointment, the audit committee will reconsider whether or not to retain Deloitte & Touche LLP or to appoint another firm. Even if the appointment is ratified, the audit committee, in its discretion, may direct the appointment of a different accounting firm at any time during the year ending January 31, 2023, if the audit committee determines that such a change would be in our best interests and in the best interests of our stockholders.

Representatives of Deloitte & Touche LLP are expected to be present at the 2022 Annual Meeting and will have an opportunity to make a statement, if they so desire. They will also be available to respond to appropriate questions.

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, 2023 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 without instructions from the stockholder. Abstentions will count as votes against this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL NO. 2.

PROPOSAL NO. 3

ADVISORY VOTE TO APPROVE THE COMPENSATION OF

THE NAMED EXECUTIVE OFFICERS

Our stockholders are being asked to approve, on a non-binding, advisory basis, the compensation of our named executive officers, as described in this proxy statement. The Board has adopted a policy of providing for annual advisory votes from stockholders on executive compensation. As a result, the next say-on-pay vote (after the 2022 Annual Meeting) will be at the 2023 annual meeting of stockholders.

•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.

•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, although this say-on-pay vote is an advisory vote only and is not binding on Verint, the compensation committee, or the Board.

Stockholder Engagement Program

In addition to conducting annual say-on-pay votes, we regularly engage with our stockholders to solicit their feedback on executive compensation and corporate governance matters. Over the past few years, we have significantly enhanced our stockholder engagement program, reaching out to a large number and percentage in the interest of our stockholders, with the direct participation of our compensation committee chairman, each fall.

We believe that this enhanced stockholder engagement has been well-received by our investors based on feedback we have received from stockholders as well as based on their approval of our say-on-pay proposal at approximately 90% at our last annual meeting.

A majority of the investors we reached out to as part of this process in the fall told us that they were satisfied with our executive compensation program or did not have concerns they wished to share with us, or did not respond. None of the stockholders we spoke to or communicated with indicated that they had significant issues with our executive compensation program and none suggested reducing the compensation of our CEO or any of our other officers.

We value all stockholder feedback we receive, and the compensation committee discusses and considers all such feedback even where only suggested by a single investor. In response to the feedback we have received from our stockholders in prior years, we have made a number of key modifications to our executive compensation program in recent years, and in anticipation of the February 1, 2021 Cognyte spin-off, we adopted new performance metrics in our officer bonus plans and performance stock units (PSUs) to further incentivize the execution of our cloud transition, further align these plans to our cloud growth strategy, and further diversify our long-term incentive goals from our short-term incentive goals. For FYE 22, the compensation committee determined to continue using these same new metrics for the same reasons, specifically, revenue, EBIT, cloud revenue, and new SaaS annual contract value (ACV) for officer bonus plans and new perpetual license equivalent bookings (PLE), percentage of software revenue that is recurring, and relative TSR for officer PSUs. The compensation committee intends to continue to periodically review and, if appropriate, adjust the metrics we use to align with our growth strategy.

We have also done significant Board refreshment, with six new directors in the last four years, including one new director earlier this year. Three of these new directors have been added since the closing of the Cognyte spin-off on February 1, 2021. We have also increased the diversity of our Board, which now includes two female directors, and we intend to continue with these efforts.

Finally, we discussed and carefully evaluated all stockholder feedback received from our outreach.

We believe that these actions demonstrate our Board’s desire to maintain an open line of communication with our stockholders and to be responsive to stockholder feedback. Please see “Stockholder Engagement” in the Compensation Discussion and Analysis below for more information on our stockholder engagement program.

FYE 22 Performance and Pay

For FYE 22, we experienced strong cloud momentum with 37% cloud revenue growth and more than 40% new SaaS ACV growth. As our business has shifted to the cloud, more of our revenue has become recurring and our visibility has improved. For the year, 82% of our software revenue came from recurring sources. On a perpetual license equivalent bookings basis, we grew new bookings 17% overall. Our performance metrics are calculated on a non-GAAP basis, as discussed in more detail below.

The compensation committee takes a long-term view in designing our executive compensation program, taking into account that the Company may experience variability in year-over-year performance. The compensation committee believes it is important that pay opportunities remain competitive with the peer group and the market at all times to attract and retain the talent needed to grow the Company over the long term.

In terms of pay opportunities, for FYE 22, the compensation committee modestly increased the base salaries of the officers by an average of approximately 2%, in line with the average merit increase for our broader employee base, and left target bonus opportunities unchanged from the prior year. For LTI awards, the compensation committee increased the grant date value of the officer awards in amounts ranging from 3.5% to 17% on an individual-by-individual basis based on the results of our annual compensation benchmarking, after awarding a flat number of shares in FYE 21 (with a lower grant date value than in FYE 20).

In terms of pay outcomes, for FYE 22, officer bonus plans were earned at 108% and PSUs vesting in respect of the completion of the FYE 22 fiscal year were earned at a weighted average level of 100%.

We believe that our FYE 22 executive compensation program demonstrates good pay-for-performance alignment, with short-term and long-term programs paying out in line with performance.

Please see the Compensation Discussion and Analysis below for more information on our executive compensation program and why we believe you should support it.

The Board strongly endorses our executive compensation program and recommends that stockholders vote “for” the following resolution:

“RESOLVED, that, on an advisory basis, the compensation paid to Verint’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in this proxy statement, is hereby APPROVED.”

The advisory vote regarding 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.

If no voting specification is made on a properly returned or voted proxy card, the person or persons voting your shares pursuant to instructions by proxy card will vote FOR this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL NO. 3.

PROPOSAL NO. 4

AMENDMENT TO THE CERTIFICATE OF INCORPORATION

On March 22, 2022, the Board approved, subject to receiving the approval of the holders of a majority of the outstanding shares of Common Stock, an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate”) to increase the total number of shares of authorized Common Stock from 120 million shares to 240 million shares. The additional common shares proposed to be authorized would be identical to the Company’s current common shares. The proposed amendment is reflected in the Certificate of Amendment of Amended and Restated Certificate of Incorporation, a copy of which is set forth on Appendix A to this proxy statement.

Purpose for Increase and Effects of Increase on Authorized Common Stock

The Company currently has 120 million authorized shares of Common Stock. As of May 2, 2022, there were 66,676,525 shares of Common Stock issued, 64,676,525 shares of Common Stock outstanding, and 53,323,475 shares of Common Stock available for issuance. Of the 53,323,475 shares of Common Stock available for issuance, 27,199,873 shares of Common Stock are reserved for issuance pursuant to the Company’s stock-based compensation plans and other outstanding instruments, as follows:

•3,499,041 shares of Common Stock reserved for issuance pursuant to outstanding stock-based awards and 7,499,625 shares of Common Stock available for new awards, in each case, under the Company’s stock-based compensation plans;

•5,497,526 shares of Common Stock reserved for issuance upon conversion of our Series A Preferred Stock;

•3,980,100 shares of Common Stock reserved for issuance upon conversion of our Series B Preferred Stock; and

•6,723,581 shares of Common Stock reserved for issuance in connection with the conversion of, or upon occurrence of certain other events under, our 0.25% convertible senior notes due 2026.

Taking into account the foregoing, the Company has 26,123,602 shares of Common stock available for issuance.

The Board believes it is desirable and in the best interest of the Company and its stockholders to have a sufficient number of shares of common stock available, as the occasion may arise, for possible future financing or acquisition transactions, stock issuances in connection with stock-based compensation arrangements and other purposes. The proposed amendment will give the Company greater flexibility to freely pursue new business opportunities by making such additional common shares available without incurring the delay and expense of conducting a special meeting of stockholders. It is not the present intention of the Board to seek stockholder approval prior to any issuance of common stock that will become authorized by the amendment unless otherwise required by law or the Company’s listing requirements.

Effects of the Amendment; Potential Dilution and Anti-Takeover Effects

The terms of the newly authorized shares of Common Stock will be identical to those of the currently outstanding shares of Common Stock. The authorization of additional shares of Common Stock will not alter the current number of issued shares or have any immediate dilutive effect on the proportionate voting or other rights of existing stockholders. However, to the extent that any of the newly authorized shares of Common Stock are issued in a future transaction, it will reduce the current stockholders’ percentage ownership interest in the total outstanding shares of Common Stock and may have a negative effect on the market price of the Company’s common stock. Depending upon the circumstances under which newly authorized shares of Common Stock are issued, stockholders may experience a reduction in stockholders’ equity per share and voting power. The relative rights and limitations of the shares of Common Stock will remain unchanged.

While the Board may entertain and seek future financing and acquisition opportunities, there are no definitive transactions contemplated at this time, and the amendment to our Certificate was not proposed with the intent that additional shares be utilized in any specific financing transaction or business or asset acquisition.

The increase in the authorized number of shares of Common Stock could have other effects on the stockholders, depending upon the nature and circumstances of any future issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more

difficult. For example, the Company could issue additional shares so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company.

Similarly, the issuance of additional shares to certain persons allied with the Company’s management could have the effect of making it more difficult to remove the Company’s current management by diluting the stock ownership or voting rights of persons seeking to cause such removal.

Required Vote

The approval of this Proposal No. 4 requires the affirmative vote of a majority of the shares of Common Stock outstanding and entitled to vote on such proposal at the 2022 Annual Meeting. This is considered a routine matter on which banks, brokers, or other nominees may vote without instructions from the stockholder. Abstentions will count as votes against this proposal.

Appraisal Rights

Neither Delaware law nor our Certificate or By-laws provides our stockholders with the rights of appraisal or similar rights of dissenters with respect to the proposed amendment.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL NO. 4.

OTHER MATTERS

As of the date of this proxy statement, we know of no business that will be presented for consideration at the 2022 Annual Meeting other than the items referred to above. If any other matter is properly brought before the meeting for action by stockholders, the person or persons voting your shares pursuant to instructions by proxy card will be authorized to vote your shares in accordance with the policies of Verint and will use their discretion accordingly. The chairman of the 2022 Annual Meeting may refuse to allow presentation of a proposal or a nominee for the Board if the proposal or nominee was not properly submitted.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

All of our employees, including our executive officers, are required to comply with our Code of Conduct. The purpose of this corporate policy is to ensure to the greatest possible extent that our business is consistently conducted in a legal and ethical manner. The text of the Code of Conduct is available on our website at https://www.verint.com/investor-relations/corporate-governance/corporate-governance-policies. We intend to disclose on our website any amendment to, or waiver from, a provision of our policies as required by law.

Board Leadership Structure

Our Chief Executive Officer, Mr. Bodner has served as Chairman of the Board since August 2017. John Egan has served as our Lead Independent Director since August 2017 and, in addition, serves as the chairman of our corporate governance & nominating committee.

The Board believes that the stockholders’ interests are best served by this leadership structure, with Mr. Bodner setting the strategic vision and agenda for the Company as we complete our cloud transition and pursue our next phase of growth as a pure-play customer engagement company, and with Mr. Egan, as Lead Independent Director, ensuring that the Board provides effective independent oversight of management.

As our founder and Chief Executive Officer, we believe Mr. Bodner is most familiar with our business and industry, having served as our principal executive for many years, and is most capable of effectively identifying and communicating our strategic priorities as well as leading the execution of our strategy. Mr. Egan has more than 20 years of public company board experience, including nine years on our Board, holds positions as lead director and non-executive chairman on other public company boards, and brings a depth of corporate governance experience and expertise to the Lead Independent Director role. Under our corporate governance & nominating committee charter, the Lead Independent Director presides over the meetings of the independent directors, serves as a liaison between the independent directors and the Chairman of the Board, provides input to the Chairman on the schedule and agenda of Board meetings, and has the authority generally held by a lead independent director and as the Board may determine from time to time.

We believe our Chairman / Chief Executive Officer and our Lead Independent Director have a productive and effective working relationship. The Board periodically reviews its structure and processes to assess whether changes in facts and circumstances or the Company’s needs require changes to this structure or these processes.

Board Role in Risk Oversight

The Board and its committees take an active role in overseeing the assessment and management of our risks. The Board believes an effective risk management system will (1) timely identify the material risks that we face, (2) ensure communication of necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant committees, (3) facilitate implementation of appropriate and responsive risk management strategies consistent with our risk profile, and (4) integrate risk management into our decision-making.

The Board and its committees regularly receive information regarding our financial position, capital structure, operations, strategy, compensation, compliance activities, information/cyber security, and risk management from senior management. During its review of such information, the Board and its committees discuss, review, and analyze risks associated with each area, as applicable.

•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. The committee also receives updates on trends and developments in compensation and related matters from its independent compensation consultant at least annually. 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. The committee receives updates on corporate

governance and public company legal matters from internal and external counsel on a regular basis throughout the year, including with respect to ESG trends and developments, and periodic reports from management on our ESG program.

The full Board is regularly informed about the activities of its committees through committee reports and other communications, as well as participation in committee meetings by non-committee member directors from time to time. The Board also oversees risk management and compliance generally, including information security / cyber security, on which it receives reports at least quarterly. The quarterly briefing on information security / cyber security includes information about our information security systems and tools, policies and procedures, security events, testing, audits, risk areas, and mitigation plans.

Under the oversight of the Board, we have also undertaken a number of enterprise risk assessments over the years and have implemented policies, procedures, and programs designed to help manage the risks to which we are exposed in our business and to align risk-taking appropriately with our efforts to increase stockholder value. For example, we conduct a quarterly survey process encompassing hundreds of employees which seeks to ensure that material information about our operations, finances, and compliance activities are effectively conveyed to senior management on a timely basis.

Director Independence

As required by the NASDAQ Global Select Market’s (“NASDAQ”) listing standards, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by the Board. The Board evaluates the independence of its members at least annually and at other appropriate times (e.g., in connection with a change in employment status or other significant status changes) when a change in circumstances could potentially impact the independence or effectiveness of one of our directors.

After review of all relevant transactions and relationships between each director, any of their family members, Verint, our executive officers, and our independent registered public accounting firm, the Board has affirmatively determined that a majority of our current Board is comprised of independent directors. The Board has determined that all of our directors other than Mr. Bodner are “independent” for purposes of NASDAQ’s governance listing standards (specifically, NASDAQ Listing Rule 5605(a)(2)). Mr. Bodner does not satisfy these “independence” definitions because he is an executive officer. In assessing the independence of Ms. Robinson in connection with her recent addition to the Board, the Board considered the fact that Ms. Robinson is currently the Chief People Officer at Splunk, Inc., which is a supplier to Verint. The Board concluded that this relationship does not negatively impact Ms. Robinson’s independence. A discussion of the independence qualifications of our Board members under applicable committee standards appears below under “—Committees of the Board of Directors”.

Board Attendance

The Board held eight meetings during the year ended January 31, 2022. During that period, each incumbent director attended at least 85% of the meetings of the Board and the committees on which he or she served that were held during his or her tenure as director. As a general matter, all directors are encouraged to attend our Annual Meeting of Stockholders. Our last Annual Meeting of Stockholders was on June 17, 2021. At that meeting, all directors then serving on our Board and both director nominees were present at the virtual meeting. All of our Board members are expected to attend the virtual 2022 Annual Meeting. Our independent directors periodically hold executive sessions outside the presence of management.

Communication with the Board of Directors

Stockholders and other parties interested in communicating directly with our Board, a Board committee, or with an individual director may do so by:


writing to us at:			emailing us at:
Verint Systems Inc. 175 Broadhollow Road Melville, New York 11747 Attention: Corporate Secretary			boardofdirectors@verint.com

Communications should specify the addressee(s) and the general topic of the communication. Our Corporate Secretary will review and sort communications before forwarding them to the addressee(s); however, typically, we

do not forward communications from our stockholders or other parties which are of a personal nature or are not related to the duties and responsibilities of the Board, including junk mail and mass mailings, complaints by customers concerning our products or services, resumes and other forms of job inquiries, opinion surveys and polls, or business solicitations or advertisements.

Concerns relating to accounting or auditing matters or possible violations of our Code of Conduct should be reported pursuant to the procedures outlined in the Code of Conduct, which is available on our website at https://www.verint.com/investor-relations/corporate-governance/corporate-governance-policies.

Committees of the Board of Directors

As of the date of this proxy statement, the Board consists of ten directors and has three standing committees to assist it in carrying out its obligations: the corporate governance & nominating committee, the audit committee, and the compensation committee.

Each standing committee has adopted a formal charter that describes in detail its purpose, organizational structure, and responsibilities. Copies of the committee charters for our corporate governance & nominating committee, audit committee, and compensation committee can be found on our website at https://www.verint.com/investor-relations/corporate-governance/corporate-governance-policies. The members of the respective committees satisfy the applicable qualification requirements of the SEC, NASDAQ and the respective charter.

A description of each committee and its membership follows below.

Current Committee Membership

As of the date of this proxy statement, the membership of each of our standing committees is as follows:


Director	Corporate Governance & Nominating Committee	Audit Committee	Compensation Committee
Linda Crawford	X
John Egan	X (Chair)		X
Reid French		X	X
Stephen Gold		X
William Kurtz	X	X (Chair)
Andrew Miller		X
Richard Nottenburg			X (Chair)
Kristen Robinson			X
Jason Wright

Corporate Governance & Nominating Committee

For the year ended January 31, 2022, our corporate governance & nominating committee consisted of Messrs. Egan (Chair), Kurtz, and Ms. Crawford. The current members of our corporate governance & nominating committee are all independent directors within the meaning of applicable NASDAQ listing standards.

The corporate governance & nominating committee met three times during the year ended January 31, 2022.

The corporate governance & nominating committee’s responsibilities are set forth in its charter and include, among other things:

•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.

The corporate governance & nominating committee makes recommendations on director nominees to the Board and will consider director candidate recommendations from a variety of sources, including director candidates suggested by existing directors and by stockholders, if properly submitted in accordance with the applicable procedures set forth in our by-laws. In some cases, the corporate governance & nominating committee will engage

a search firm to source and assist in screening potential candidates. The corporate governance & nominating committee does not have a policy of distinguishing between candidates based on source. For a description of the process for nominating directors in accordance with our by-laws, please refer to “Stockholder Proposals for the 2023 Annual Meeting” in this proxy statement.

Pursuant to our corporate governance guidelines contained within our corporate governance & nominating committee charter, the corporate governance & nominating committee will seek members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with the highest ethical character and who share the values of Verint. The assessment of director candidates includes an evaluation of an individual’s independence, as well as consideration of diversity, age, high personal and professional ethical standards, sound business judgment, personal and professional accomplishment, background, and skills in the context of the needs of the Board. The Board has adopted a policy (reflected in the corporate governance guidelines contained in the charter of the corporate governance & nominating committee) that the initial list of candidates from which new director nominees are selected as part of any independent search process initiated by the Board include candidates with a diversity of gender, race or ethnicity. In connection with its annual review of its charter, the corporate governance & nominating committee assesses the effectiveness of its selection criteria set forth in our corporate governance guidelines. The composition of the current Board reflects diversity in business and professional experience, skills, gender, and age among our directors.

Audit Committee

We have a separately designated standing audit committee as contemplated by Section 10A of the Exchange Act. For the year ended January 31, 2022, our audit committee consisted of Messrs. Kurtz (Chair), Gold, and Miller. Mr. French was appointed as an additional member of the audit committee effective as of March 22, 2022.

The audit committee oversees the engagement of our independent registered public accounting firm, reviews our annual financial statements and the scope of annual audits, and considers matters relating to accounting policies and internal controls.

Each member of the audit committee meets the independence criteria prescribed by applicable regulation and the rules of the SEC for audit committee membership and is an “independent director” within the meaning of applicable NASDAQ listing standards. Each audit committee member meets NASDAQ’s financial sophistication requirements, and the Board has further determined that Messrs. Kurtz and Miller are “audit committee financial experts” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC. Stockholders should understand that this designation is an SEC disclosure requirement relating to Messrs. Kurtz’s and Miller’s experience and understanding of certain accounting and auditing matters, which the SEC has stated does not impose on the director so designated any additional duty, obligation, or liability than otherwise is imposed generally by virtue of serving on the audit committee and/or the Board.

The audit committee met four times during the year ended January 31, 2022.

The audit committee’s responsibilities are set forth in its charter and include, among other things:

•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.

A separate report of the audit committee is included in this proxy statement.

Compensation Committee

For the year ended January 31, 2022, our compensation committee consisted of Messrs. Nottenburg (Chair), Egan, and French. Ms. Robinson was appointed as an additional member of the compensation committee effective as of March 22, 2022.The Board has affirmatively determined that the current members of the compensation committee are all independent directors within the meaning of applicable NASDAQ listing standards, and all of the members are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act.

The compensation committee met six times during the year ended January 31, 2022.

The compensation committee’s responsibilities are set forth in its charter and include, among other things:

•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.

The compensation committee has the authority to retain third-party consultants and independent advisors to discharge these responsibilities. Prior to retaining any such advisor, the compensation committee assesses the independence and any potential conflicts of interest of compensation advisors in accordance with applicable law and NASDAQ listing standards. Additional discussion regarding the role of third-party consultants, independent advisors, and our executive officers in determining or recommending the amount or form of executive compensation is included in the “Compensation Discussion and Analysis” section of this proxy statement.

A separate report of the compensation committee is also included in this proxy statement.

Board Diversity Matrix

The following matrix summarizes the diversity of our Board pursuant to Nasdaq’s Board Diversity Rule.

Board Diversity Matrix as of March 31, 2022

Female

Male

Total Number of Directors

Part I: Gender Identity

Directors

Part II: Demographic Background

White

Environmental, Social, and Governance Commitment

We seek to have a positive impact on society in the way we conduct our business, including environmental sustainability and the development of our workforce. Below, we highlight the key ways in which we seek to implement this commitment.

Please see the Diversity and Inclusion section of our website and our Environmental, Social, and Governance (“ESG”) report in the Corporate Responsibility section of our website for further information on our ESG initiatives.

Environmental

At Verint, energy use is an area of focus for us. We strive to improve our own carbon footprint while also providing energy efficient solutions that enable our customers to enhance organizational resiliency in the face of environmental and societal changes.

As part of our global sustainability strategy:

•Most of our product offerings are available in the cloud, which can cut energy usage compared to traditional on-premises deployments. Our multi-tenant cloud offerings result in sharing computing resources among many customers, where we can achieve economies of scale, especially when it comes to carbon emission and energy consumption.

•We seek to partner with cloud hosting providers who are committed to working toward achieving 100% renewable energy, cloud efficiency, and the reduction of water usage in cooling their data centers.

•For our deployments that are on-premises or hybrid, we typically fulfill the software electronically via download.

•We are working to implement a hybrid work model and have begun to reduce our office footprint around the world. We continue to evaluate our real estate footprint to determine where we can exit, consolidate, or modify our office space. For our remaining facilities, we strive to reduce energy consumption. These actions are expected to have a number of benefits to us and to the environment, including, among others, reducing our carbon footprint and the greenhouse gasses associated with employee commuting.

•Where appropriate, we encourage virtual rather than in-person meetings to reduce greenhouse gasses associated with travel.

•We comply with environmental regulations and accepted sustainability standards in our own operations and the solutions that we offer our customers, including RoHS, TSCA, 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 the use of hazardous substances, power consumption, and packaging materials, and increase reuse and recycling.

•Verint is certified for the ISO 14001 Environmental Management Standard in applicable locations.

•We encourage our suppliers to pursue “green” policies and comply with sustainability directives, in addition to requirements that we impose regarding the health and safety of their employees.

•We educate our employees on environmentally sound practices relative to their job functions and provide them with opportunities to recycle in our offices.

•We monitor our progress to set future goals that promote ongoing improvement.

Social

Culture and Values

Verint is built on five core values that shape the way we do business with our customers, our partners, and each other. They express the company we want Verint to be — from the people we hire to the way we design our solutions — and they guide us in the decisions we make every day. Our five core values are:

•The integrity to do what’s right

•The innovation to create leading solutions for real-world challenges

•The transparency that fuels mutual trust and productive, collaborative working relationships

•The humility to view our successes as milestones on our journey and our mistakes as opportunities for improvement

•A passion for making our customers and partners successful

These values embody the spirit of Verint and form the foundation for our objectives of superior solutions, unparalleled service, and an unwavering commitment to customer success.

Diversity, Equity, and Inclusion

We embrace differences and work to cultivate an inclusive organization. We believe in providing a supportive environment and opportunities for all of our employees to develop and advance. We support diverse groups in the workplace, with equal terms of employment, professional opportunities, and benefits. We are an Equal Opportunity Employer — we have affirmative action plans in place to help ensure that qualified applicants and employees are receiving an equal opportunity for recruitment, selection, and advancement. We offer our employees competitive compensation and benefits packages, with many company-paid offerings, including paid time off, tuition reimbursement, paid training and wellness programs, to support our recruiting and retention goals. We recognize differences in family composition and our U.S. benefit plans provide options for employees in diverse family circumstances including domestic partner benefits, adoption assistance, and fertility assistance.

We track and periodically report on our global diversity results to our board of directors. For the year ended January 31, 2022, our female gender composition increased on a global basis and our minority employee composition increased across the U.S. We also increased the number of women within our senior leadership team (vice president and above) over the prior year. We intend to continue to focus on expanding diversity and inclusion as an intrinsic part of our business objectives, including through recruitment and promotional opportunities.

We have established a Diversity & Inclusion Council. The Council’s mandate is to help us foster an environment that attracts and retains the best talent, values diversity of life experiences and perspectives, educates our personnel, and encourages innovation. The Diversity & Inclusion Council currently has several initiatives underway, including partnering with non-profit organizations for talent acquisition and community outreach, and an educational series for Verint employees. The Diversity & Inclusion Council has also implemented a direct deposit program for employees to participate in charitable giving to two organizations: Black Girls Code, an organization that encourages and supports the aspirations of young women of color to code, engineer, and achieve careers in computer science and other STEM fields, and the Gay, Lesbian, Straight Education Network (GLSEN), an organization that tries to ensure every member of every school community is valued and respected regardless of sexual orientation, gender identity or gender expression. The Diversity & Inclusion Council increases cultural and diversity awareness within our organization and encourages employees to continue to drive outreach opportunities through employee and recruiting events.

We also encourage socially responsible procurement practices by actively pursuing business relationships with suppliers owned by minorities or by women.

Community Outreach

At Verint, we are committed to giving back to the communities in which we live and work. In 2005, we launched the Verint Next-Generation Program, which engages Verint employees around the globe in projects that benefit children in need. The program puts our core values to work in our local communities, with the goal of affording the next generation greater opportunities and the tools for making the most of them. As part of the program, Verint employees engage in various community activities, from supplying food pantries, to participating in blood drives, to collecting clothing and school supplies, to building playgrounds, to cleaning parks and planting gardens. Verint is also proud to support our employees’ community service activities with programs for donating employee time to qualified children’s organizations and matching grants. In 2021, Verint employees donated over $525,000 to children’s charities through the program. Globally, ov

SEC Form DEF 14A filed by Verint Systems Inc.