8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

| (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))

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Directors

On June 2, 2023, the Board of Directors (the "Board") of Comtech Telecommunications Corp. (“Comtech”) appointed Lieutenant General (Retired) ("LTG (Ret.)") Bruce T. Crawford and the Honorable Ellen M. Lord as directors, effective June 15, 2023, to the Board increasing its size to nine members, eight of whom are independent.

LTG (Ret.) Crawford is expected to serve on the Nominating and Governance Committee, Science and Technology Committee and Strategic Committee.

Ms. Lord is expected to serve on the Audit Committee, Science and Technology Committee and Compensation Committee.

LTG (Ret.) Crawford brings over 37 years of leadership, executive management, national security, enterprise information technology ("IT") and cybersecurity experience to the Comtech Board of Directors. Having recently served as a Senior Vice President at a Fortune 500 company and holding board positions in both public and private companies, he also brings prior corporate board experience to Comtech. In 2020, LTG (Ret.) Crawford culminated 34 years of military service as the Army’s Chief Information Officer and Senior IT professional with responsibility for digital modernization, data and cloud migrations and governance, and oversight of the Army’s $15 billion IT budget. LTG (Ret.) Crawford’s responsibilities also included IT support from the enterprise to the tactical edge in 143 countries at 288 locations worldwide. LTG (Ret.) Crawford is a Distinguished Military Graduate of South Carolina State University with Masters’ degrees from both The National Defense University and Central Michigan University.

Ms. Lord served from August 2017 until January 2021 as Under Secretary of Defense for Acquisition and Sustainment, reporting to the Secretary of Defense with oversight of a $400 billion per year budget. Previously, she spent 33 years at Textron, a global multiple industry corporation, where she ultimately was appointed as President and CEO of Textron Systems. During her time at the Department of Defense, Ms. Lord’s team rewrote the Pentagon’s acquisition policy with a focus on speed and simplicity, while adding procedures for cybersecurity, intellectual property, and software development. Ms. Lord now serves on public (AAR and Parsons), private (LightRidge and Voyager Space), and non-profit boards, as well as advising companies in the aerospace and defense sector.

Neither LTG (Ret.) Crawford or Ms. Lord was selected as a director pursuant to any arrangement or understanding between him or her and any other person. There are no related person transactions between the Company and either LTG (Ret.) Crawford or Ms. Lord. Each will receive compensation for service on the Board in accordance with the standard compensatory arrangement described in the Company’s proxy statement filed on November 18, 2022 for non-employee directors. In connection with their appointments, each director and the Company will enter into an Indemnification Agreement in the same form as the Form of Indemnification Agreement which was previously filed as Exhibit 10.1 to the Company’s Form 8-K filed on March 8, 2007.

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.

Retirement of Directors

On June 2, 2023, Lisa Lesavoy notified the Board of her intention to retire as a director from the Company’s Board effective immediately preceding the next annual shareholder meeting, where Ms. Lesavoy will not stand for re-election to the Board. In connection with Ms. Lesavoy’s retirement, effective immediately prior to the 2023 annual shareholder meeting, the size of the Board will be reduced to eight members, seven of whom are independent.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

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:    June 7, 2023

By:    /s/ Michael A. Bondi    
Name:    Michael A. Bondi Title:    Chief Financial Officer

Document

Exhibit 99.1

The Honorable Ellen M. Lord and Lieutenant General (Ret.) Bruce T. Crawford Join Comtech Board of Directors

MELVILLE, N.Y. – June 7, 2023 – Comtech (NASDAQ: CMTL) today announced the appointment of former Under Secretary of Defense for Acquisition and Sustainment the Hon. Ellen M. Lord and former U.S. Army Chief Information Officer (CIO) Lieutenant General (LTG) (retired) Bruce T. Crawford to its Board of Directors. With the appointment of Ms. Lord and LTG (retired) Crawford, the company’s Board will consist of nine members, eight of whom will be independent.

With decorated careers across government and commercial sectors as well as differentiated expertise in capability development, organizational structures, acquisitions, budgets, and end-to-end technology deployments, Ms. Lord and LTG (retired) Crawford will bring extensive knowledge, unique insights, and new guidance that is well aligned with Comtech’s strategic priorities and global growth trajectories.

“As proven thought leaders with a deep understanding of ever-changing technology landscapes, Ellen and Bruce bring unique perspectives to the Board that will be incredibly valuable for Comtech’s transformation as a company as well as our continued innovation and growth trajectories,” said Ken Peterman, President and CEO, Comtech. “I know their extensive experience navigating complex challenges and capitalizing on emerging opportunities will help Comtech empower organizations and individuals across the globe with access to smart-enabled, insightful technologies.”

Ms. Lord served from August 2017 until January 2021 as Under Secretary of Defense for Acquisition and Sustainment, reporting to the Secretary of Defense with oversight of a $400 billion per year budget. Previously, she spent 33 years at Textron, a global multiple industry corporation, where she ultimately was appointed as President and CEO of Textron Systems. During her time at the Department of Defense, Ms. Lord’s team rewrote the Pentagon’s acquisition policy with a focus on speed and simplicity, while adding procedures for cybersecurity, intellectual property, and software development. Ms. Lord now serves on public (AAR and Parsons), private (LightRidge and Voyager Space), and non-profit boards, as well as advising companies in the aerospace and defense sector.

LTG (retired) Crawford brings over 37 years of leadership, executive management, national security, enterprise information technology (IT) and cybersecurity experience to the Comtech Board of Directors. Having recently served as a Senior Vice President at a Fortune 500 company and holding Board positions in both public and private companies, he also brings prior corporate board experience to Comtech. In 2020, LTG (retired) Crawford culminated 34 years of military service as the Army’s CIO and Senior IT professional with responsibility for digital modernization, data and cloud migrations and governance, and oversight of the Army’s $15 billion IT budget. LTG (retired) Crawford’s responsibilities also included IT support from the enterprise to the tactical edge in 143 countries at 288 locations worldwide. LTG (retired) Crawford is a Distinguished Military Graduate of South Carolina State University with Masters’ degrees from both The National Defense University and Central Michigan University.

About Comtech

Comtech Telecommunications Corp. is a leading global technology company providing terrestrial and wireless network solutions, next-generation 9-1-1 emergency services, satellite and space communications technologies, and cloud native capabilities to commercial and government customers around the world. Our unique culture of innovation and employee empowerment unleashes a relentless passion for customer success. With multiple facilities located in technology corridors throughout the United States and around the world, Comtech leverages our global presence, technology leadership, and decades of experience to create the world’s most innovative communications solutions. For more information, please visit www.comtech.com.

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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 and performance 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 such Securities and Exchange Commission filings.

PCMTL

Investor Relations

Robert Samuels

631-962-7102

robert.samuels@comtech.com

Media Contact

Jamie Clegg

480-532-2523

jamie.clegg@comtech.com