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

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)

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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 Chairman, Ken Peterman, to the Board of Directors

On July 25, 2022, Comtech Telecommunications Corp. (the “Company” or “Comtech”) announced that it has elected current independent director Ken Peterman as Chairman of the Board, effective July 22, 2022.

Retirement of Fred Kornberg from the Board of Directors

On July 25, 2022, Comtech announced the retirement of Fred Kornberg as Chairman of Comtech’s Board, effective July 22, 2022. Mr. Kornberg will also not stand for re-election to the Board and will step down as a director immediately preceding the next annual shareholder meeting. In connection with Mr. Kornberg’s full retirement, Comtech announced that, effective immediately prior to the 2022 annual shareholder meeting, it will reduce the size of its Board to eight members, seven of whom will be independent.

A copy of the Company's press release announcing the appointment of Mr. Peterman as Chairman and the retirement of Mr. Kornberg is attached as Exhibit 99.1 to this Form 8-K.

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:    July 25, 2022

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

Document

Exhibit 99.1

Comtech Names Ken Peterman Chairman of the Board

Fred Kornberg to retire following 50 years of service

MELVILLE, N.Y. – July 25, 2022 – Comtech Telecommunications Corp. (NASDAQ: CMTL) announced today that it has elected current independent director Ken Peterman as Chairman of the Board, effective July 22, 2022. Mr. Peterman will succeed Fred Kornberg, who is retiring as Chairman. Mr. Kornberg will also not stand for re-election to the Board and will step down as a director immediately preceding the next annual shareholder meeting.

“As Comtech gets ready to start its fiscal 2023, the full Board is delighted that Ken will step into the Chairman role,” said Judy Chambers, Chairperson of Comtech’s Nominating and Governance Committee of the Board. “Ken has shown himself to be a highly capable successor, who can help guide the Company as it continues to transform itself and build upon its leadership positions in key areas of the Failsafe Communications market.”

“It’s an honor to have been elected Chairman by this Board,” noted Ken Peterman. “I’m extremely excited about Comtech’s potential, and genuinely appreciate the legacy of hard work, innovation and customer focus that Fred established. I look forward to helping President and CEO Mike Porcelain and the rest of the Board build on Comtech’s strong foundation to create long-term shareholder value.”

“It’s been a true privilege to have led Comtech through so many different eras,” said Mr. Kornberg. “I know I leave the Company in excellent hands, with both Mike and Ken at the helm, as Comtech enters its next chapter of growth and success.”

Mike Porcelain added, “It goes without saying that we’re all deeply grateful for Fred Kornberg’s contributions to the Company. With over 50 years of service to Comtech, Fred’s retirement is well-earned, and I speak for both the Board and everyone at Comtech when I say we wish him well.”

In connection with Mr. Kornberg’s full retirement, Comtech is announcing that it will reduce the size of its Board to eight members, seven of whom will be independent. This reduction will take place immediately preceding the next annual shareholder meeting.

Mr. Peterman joined the Comtech Board in May 2022, following an accomplished career that spanned over forty years in the defense sector, earning credentials across a wide array of markets and both commercial and government satellite systems at companies, including Viasat, ITT/Exelis, Collins Aerospace, Raytheon and SpyGlass Group.

Mr. Kornberg was CEO and President of Comtech from 1976 to 2021 and has been a director of the company since 1971. He was the Executive Vice President of the company from 1971 to 1976 and the General Manager of the telecommunications transmission segment.

About Comtech

Comtech Telecommunications Corp. is a leading global provider of next-generation 911 emergency systems and secure 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. 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 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

robert.samuels@comtech.com

(631) 962-7102