8-K
COMTECH TELECOMMUNICATIONS CORP /DE/ (CMTL)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
| FORM 8-K |
|---|
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| August 16, 2021 | 0-7928 | ||
|---|---|---|---|
| Date of Report <br>(Date of earliest event reported) | Commission File Number | (Exact name of registrant as specified in its charter) | |
| --- | Delaware | 11-2139466 | |
| --- | --- | ||
| (State or other jurisdiction of<br><br>incorporation or organization) | (I.R.S. Employer Identification Number) | 68 South Service Road, Suite 230<br><br>Melville, New York 11747 | |
| --- | |||
| (Address of Principal Executive Offices) (Zip Code) | |||
| (631) 962-7000 | |||
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Securities registered pursuant to Section 12(b) of the Act: | |
|---|---|
| Title of each class | Name of exchange on which registered |
| Common Stock, par value 0.10 per share | NASDAQ Stock Market LLC |
| Series A Junior Participating Cumulative Preferred Stock, par value 0.10 per share |
All values are in US Dollars.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Item 8.01 Other Events
On August 16, 2021, Comtech Telecommunications Corp. ("Comtech") announced that its recently refreshed Board of Directors intends to submit a plan to Comtech's shareholders at the Fiscal 2021 Annual Meeting of Stockholders to eliminate staggered three-year terms for its directors.
A copy of the Company’s press release relating to this announcement is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated August 16, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
Dated: August 16, 2021
By: /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer
Document
Exhibit 99.1
Comtech Announces its Intention to Declassify its Board of Directors
MELVILLE, NY -- August 16, 2021 -- Comtech Telecommunications Corp. (NASDAQ: CMTL), a global leading provider of next-generation 911 emergency systems and secure wireless communications technologies, announced today that its recently refreshed Board of Directors intends to submit a plan to Comtech’s shareholders at the Fiscal 2021 Annual Meeting of Stockholders to eliminate staggered three-year terms for its directors.
Fred Kornberg, Comtech’s Chairman of the Board and Chief Executive Officer, commented: “As we continue working to create and deliver sustained value to our shareholders, we remain committed to sound corporate governance practices and Board refreshment. During our Board’s first meeting in fiscal year 2022, our directors approved the recommendation of our Nominating and Governance Committee to develop a comprehensive plan ahead of our 2021 Annual Meeting to declassify the Board.”
A detailed description of the plan will be included in the Company’s proxy statement, which will be filed with the Securities and Exchange Commission prior to the 2021 Annual Meeting, which the Board anticipates holding in December 2021.
This press release is being provided for informational purposes only and does not constitute the solicitation of any vote for approval of any transaction or proposal.
About Comtech
Comtech Telecommunications Corp. is a global leading provider of next-generation 911 emergency systems and critical wireless communication technologies to commercial and government customers around the world. Headquartered in Melville, New York and with a passion for customer success, Comtech designs, produces and markets advanced and secure wireless solutions to customers in more than 100 countries. For more information, please visit www.comtechtel.com.
Forward-Looking Statements
Certain information in this press release contains statements that are forward-looking in nature and involve certain significant risks and uncertainties. Actual results could differ materially from such forward-looking information. The Company’s Securities and Exchange Commission filings identify many such risks and uncertainties. Any forward-looking information in this press release is qualified in its entirety by the risks and uncertainties described in Securities and Exchange Commission filings.
PCMTL
Media Contact:
Kekst CNC
Kimberly.Kriger@kekstcnc.com / Nick.Capuano@kekstcnc.com
(212) 521-4800
Comtech Investor Relations:
Michael D. Porcelain
President and Chief Operating Officer
(631) 962-7005
investors@comtech.com