ISS Concludes that Value Base Has Not Provided Any Rationale for Board Change

Cognyte Encourages All Shareholders to Vote “FOR” the Company’s Nominees and the Proposal to Approve the CEO’s Compensation Plan

Cognyte Software Ltd. (NASDAQ: CGNT) (the “Company” or “Cognyte”), a global leader in investigative analytics software, today announced that leading proxy advisory firm Institutional Shareholder Services (“ISS”) has recommended that Cognyte shareholders vote “FOR” the election of Chairman Earl Shanks and Chief Executive Officer Elad Sharon and “FOR” the CEO compensation proposal ahead of the Company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”), to be held on September 4, 2024.

ISS concluded that Value Base Fund (“Value Base”), which has nominated a candidate to the Cognyte Board, “has failed to provide a compelling rationale in support of the proposed candidate or to establish that board change is warranted.”

In its report, ISS also commented on the strength of Cognyte’s nominees, stating:

• “As an incumbent director, Earl Shanks brings to the board experience and knowledge regarding the company’s business and is expected to contribute to his role as a chairman and as member of the nomination and governance committees. In addition, Earl has significant public company experience as director and as officer.”

• “As an incumbent director and CEO, Elad brings to the board experience and knowledge regarding the company’s business and significant experience in the intelligence and security industry. Particularly, Elad [has] serve[d] as the CEO of the company since 2021 and prior to that he served in range of management positions, in Verint Systems Inc.”

In recommending that shareholders vote “AGAINST” the election of the Value Base nominee, Tal Yaacobi, ISS wrote that, “[Value Base] has not disclosed any rationale in support of the director nomination, nor has it provided any indication of how the proposed nominee would add value to board deliberations.”

ISS also recommended “FOR” Cognyte’s proposal to approve the amended employment terms of CEO Elad Sharon, acknowledging appropriate alignment in short- and long-term incentives:

• “The annual cash bonus plan clearly discloses the weights of the performance metrics, as well as the maximum cap level. Namely, the short-term incentives are linked to improved performance and the annual bonus will depend mostly on the officer’s performance.”

• “Fifty (50) percent of the full-value awards would be granted with performance criteria attached, which facilitates improved alignment between the interests of officers and those of shareholders.”

To help ensure Cognyte’s strong momentum and progress continues, the Board urges shareholders to vote “FOR” Earl Shanks and Elad Sharon and “AGAINST” the election of Tal Yaacobi, and “FOR” the proposal to approve the amendments to Cognyte’s CEO’s compensation plan.

Shareholders who have any questions or need assistance voting their shares should contact the Company’s proxy solicitor, Saratoga Proxy Consulting, at +1 (888) 368-0379 or +1 (212) 257-1311 or by email at info@saratogaproxy.com.

Advisors

Spotlight Advisors is serving as financial advisor, Paul Hastings LLP and Meitar are serving as legal advisors, Saratoga Proxy Consulting, LLC is serving as proxy advisor and FNK IR is serving as communications advisor to Cognyte Software.

About Cognyte Software Ltd.

Cognyte Software Ltd. is a global leader in investigative analytics software that empowers a variety of government and other organizations with Actionable Intelligence for a Safer World™. Our open interface software is designed to help customers accelerate and improve the effectiveness of investigations and decision-making. Hundreds of customers rely on our solutions to accelerate and conduct investigations and derive insights, with which they identify, neutralize, and tackle threats to national security and address different forms of criminal and terror activities. Learn more at www.cognyte.com.

Cautionary Statement Regarding Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are identified by use of the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “should,” “views,” and similar expressions.

Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, the impact and contributions of the slate of director nominees Cognyte has nominated, the projected growth of Cognyte’s business, and Cognyte’s ability to achieve its financial and business plans, goals and objectives and drive shareholder value, including with respect to its ability to successfully implement its strategy, and other risk factors discussed from time to time in Cognyte’s filings with the SEC, including those factors discussed under the caption “Risk Factors” in its most recent annual report on Form 20-F, filed with the Securities and Exchange Commission (“SEC”) on April 9, 2024, as amended on April 19, 2024 and in subsequent reports filed with or furnished to the SEC. Cognyte assumes no obligation and does not intend to update these forward-looking statements, except as required by law, to reflect events or circumstances occurring after today’s date.

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