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

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

 
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Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material Pursuant to § 240.14a-12
Verint Systems Inc.
 

(Name of Registrant as Specified in its Charter)
          
Neuberger Berman Investment Advisers LLC
Neuberger Berman Investment Advisers Holdings LLC
Neuberger Berman Group LLC
NBSH Acquisition LLC
Mr. Scott Hoina
Mr. Benjamin Nahum
Mr. Amit Solomon
Ms. Beatriz V. Infante
Dr. Mark N. Greene
Mr. Oded Weiss
 

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION
DATED [●], 2019
FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS OF VERINT SYSTEMS INC.

PROXY STATEMENT
OF



PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY

SCHEDULED TO BE HELD ON [●], 2019

[●], 2019
To Our Fellow Verint Stockholders:

This proxy statement (“Proxy Statement” or “Proxy”) and the enclosed GOLD proxy card are being furnished to you on behalf of Neuberger Berman Investment Advisers LLC (“NBIA”), a Delaware limited liability company, Neuberger Berman Investment Advisers Holdings LLC (“NBIA Holdings”), a Delaware limited liability company, Neuberger Berman Group LLC (“NB Group”), a Delaware limited liability company, NBSH Acquisition LLC (“NBSH”), a Delaware limited liability company, Benjamin Nahum, a citizen of the United States and a Portfolio Manager and Managing Director of NBIA, Scott Hoina, a citizen of the United States and a Senior Vice President of NBIA, Amit Solomon, Ph.D., a citizen of the United States and a Managing Director of NBIA (Mr. Solomon, together with NBIA, NBIA Holdings, NB Group, NBSH, Mr. Nahum and Mr. Hoina are sometimes referred to as “Neuberger Berman”), Ms. Beatriz V. Infante, a citizen of the United States and a nominee for director, Dr. Mark Greene, a citizen of the United States and a nominee for director, and Mr. Oded Weiss, a citizen of Israel and a nominee for director. Ms. Infante, Dr. Greene and Mr. Weiss are each referred to herein as a “Neuberger Berman Nominee” and, collectively with Neuberger Berman, as the “Neuberger Berman Participants”, “our”, “us” or “we”). We are furnishing this Proxy Statement to solicit your proxy for use at the Annual Meeting of Stockholders of Verint Systems Inc., a Delaware corporation (“Verint” or the “Company”) scheduled to be held on [●], 2019, at [●] at [●] (the “Annual Meeting” or “2019 Annual Meeting”), or at any adjournment or postponement thereof. This Proxy Statement and enclosed GOLD proxy card are first being made available to stockholders of Verint on or about [●], 2019.



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THIS SOLICITATION IS BEING MADE BY THE NEUBERGER BERMAN PARTICIPANTS
AND NOT ON BEHALF OF THE BOARD OF DIRECTORS (THE “BOARD”) OF THE COMPANY




We are soliciting your proxy for the 2019 Annual Meeting to elect each of Ms. Beatriz V. Infante, Dr. Mark Greene, and Mr. Oded Weiss to serve as a director of Verint.




Except as set forth in this Proxy Statement, the Neuberger Berman Participants are not aware of any other matters to be considered at the 2019 Annual Meeting. However, if the Neuberger Berman Participants learn of any other proposals made a reasonable time before the 2019 Annual Meeting, the Neuberger Berman Participants will either supplement this Proxy Statement or provide stockholders with an opportunity to vote by proxy directly on such matters or will not exercise discretionary authority with respect thereto. If other proposals are made without reasonable time remaining before the 2019 Annual Meeting, the persons named as proxies on the GOLD proxy card solicited by the Neuberger Berman Participants will vote such proxies in their discretion with respect to such matters.
Verint has disclosed that the record date for determining stockholders entitled to notice of and to vote at the 2019 Annual Meeting is [●], 2019 (the “Record Date”). Stockholders of record at the close of business on the Record Date will be entitled to vote at the 2019 Annual Meeting. According to Verint’s Proxy Statement for the 2019 Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on [●], 2019 (the “Company’s Proxy Statement”), as of the Record Date there were [●] shares of common stock, $.01 par value per share (the “Common Stock”), outstanding and entitled to vote at the 2019 Annual Meeting. Each such share of Common Stock entitles its holder to one vote.

As of the date of this Proxy Statement, the Neuberger Berman Participants beneficially own an aggregate of 1,756,809 shares of Common Stock, representing approximately 2.7% of Verint’s outstanding Common Stock (based on information disclosed in Verint’s Annual Report on Form 10-K for the fiscal year ended on January 31, 2019 regarding the number of outstanding shares of Common Stock as of March 15, 2019). The Neuberger Berman Participants are seeking your proxy to vote “FOR” the election of the Neuberger Berman Nominees, and “FOR” the candidates who have been nominated by Verint other than Mr. Howard Safir, Mr. John Egan, and Mr. Richard Nottenburg. Therefore, stockholders who wish to vote for the Neuberger Berman Nominees also have the ability to vote for five nominees of Verint, allowing them to vote for a full slate of eight director nominees. The names, backgrounds and qualifications of Verint’s nominees, and other information concerning Verint’s candidates, can be found in the Company’s Proxy Statement.

THE NEUBERGER BERMAN NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTERESTS OF ALL STOCKHOLDERS. WE BELIEVE THAT YOUR VOICE IN THE FUTURE OF VERINT CAN BEST BE EXPRESSED THROUGH THE ELECTION OF THE NEUBERGER BERMAN NOMINEES. ACCORDINGLY, THE NEUBERGER BERMAN PARTICIPANTS URGE YOU TO VOTE YOUR GOLD PROXY CARD FOR THE NEUBERGER BERMAN NOMINEES.


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HOW TO VOTE

VOTE BY MAIL

Sign, date and return the enclosed GOLD proxy card in the enclosed postage-paid envelope. You should sign your name exactly as it appears on the GOLD proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. We recommend that you vote on the GOLD proxy card even if you plan to attend the 2019 Annual Meeting (in order to attend the 2019 Annual Meeting you will need to present a government-issued form of identification).

VOTE BY INTERNET


Vote via the Internet by following the voting instructions on the GOLD proxy card or the voting instructions provided by your broker, bank or other holder of record. Internet voting procedures are designed to authenticate your identity, allow you to vote your Common Stock and confirm that your instructions have been properly recorded. Your Internet vote authorizes the named proxies to vote your Common Stock in the same manner as if you had signed and returned a proxy card.

VOTE BY PHONE

Vote by telephone by following the voting instructions on the GOLD proxy card or the instructions provided by your broker, bank or other holder of record. Your telephone vote authorizes the named proxies to vote your Common Stock in the same manner as if you had signed and returned a proxy card.


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INTERNET AND TELEPHONE VOTING FACILITIES WILL CLOSE AT 11:59 P.M. (EASTERN TIME) ON [●], 2019 FOR THE VOTING OF SHARES HELD BY STOCKHOLDERS OF RECORD AND FOR THE VOTING OF SHARES HELD IN STREET NAME.


WE URGE YOU NOT TO SIGN ANY WHITE PROXY CARD SENT TO YOU BY VERINT
IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PREVIOUSLY SIGNED WHITE PROXY BY SIGNING AND RETURNING A LATER-DATED GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE NEUBERGER BERMAN PARTICIPANTS OR TO THE SECRETARY OF THE COMPANY, OR BY INSTRUCTING US BY TELEPHONE OR VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED (INSTRUCTIONS ARE ON YOUR GOLD PROXY CARD).

HOLDERS OF SHARES AS OF THE RECORD DATE ARE URGED TO SUBMIT A GOLD PROXY CARD EVEN IF YOUR SHARES WERE SOLD AFTER THE RECORD DATE.

IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY THAT INSTITUTION CAN VOTE THOSE SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO SIGN AND RETURN ON YOUR BEHALF THE GOLD PROXY CARD AS SOON AS POSSIBLE.

Neuberger Berman has retained [●] to assist in communicating with stockholders in connection with the proxy solicitation and to assist in efforts to obtain proxies. If you have any questions about executing your GOLD proxy card, voting by telephone or via the Internet or if you require assistance, please contact:
[●]
[●]
[●]
[●]
Call Toll-Free: [●]
Email: [●]

This proxy solicitation is made by the Neuberger Berman Participants. As of the date of this Proxy Statement, the Neuberger Berman Participants beneficially own an aggregate of 1,756,809 shares of Common Stock, representing approximately 2.7% of Verint’s outstanding Common Stock (based on information disclosed in Verint’s Annual Report on Form 10-K for the fiscal year ended on January 31, 2019 regarding the number of outstanding shares of Common Stock as of March 15, 2019).

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Reasons for this Solicitation
Neuberger Berman and predecessor firms, on behalf of their clients, have owned stock in Verint since 2006.  At various times over that long ownership period, we have attempted to engage constructively with Verint’s senior management and the Board.
In general, Neuberger Berman has a long-term investment horizon and is a patient investor. Having owned Verint stock for over twelve years, we have come to recognize, in this instance, that being patient has not proven effective.
Over the last twelve years while we have been Verint stockholders, the Company has spent nearly $2.1 billion on acquisitions and over $1.9 billion on Research and Development (“R&D”) and capital expenditures, for a total of over $4.0 billion of investments.  Despite these acquisitions and investments, Verint has an equity market value of just $4.0 billion today.
Over the same time period, Verint increased its R&D investments by 12% a year, on average, while revenue - including revenue obtained through acquisitions - grew by only 10.5% per year. We estimate that Verint’s organic revenue growth was less than 5% per year, on average, over that twelve-year period.
Notwithstanding that track record, over the last five years, Verint’s R&D spending has continued to increase at a rate of 10.5% per year.  During that same time period, the Company has spent nearly $1.0 billion on acquisitions.  Despite this, revenue growth, including revenue obtained through acquisitions, was only 6.2% per year on average.
Over the past fifteen years, Verint’s total stockholder return has lagged both the broader market as a whole as well as Verint’s closest peer, NICE Ltd. Verint’s Chairman and Chief Executive Officer, Dan Bodner, has served as President and/or CEO and as a director of Verint since the Company was founded in 1994. Two directors currently serving on the Board, Howard Safir and Richard Nottenburg, have served for 17 years and 11 years, respectively.1
January 31,
2014
2015
2016
2017
2018
2019
Verint Systems Inc.
$100.00
$117.47
$80.57
$82.20
$91.88
$106.45
NASDAQ Composite Index
$100.00
$114.30
$115.10
$141.84
$189.26
$187.97
NASDAQ Computer & Data Processing Index
$100.00
$105.64
$132.80
$154.15
$223.67
$227.03

Source: Verint Systems 10K for fiscal year ended January 31, 2019

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1 Richard Nottenburg has served as a director of Verint since February 2013 and its former parent company, Comverse Technology, Inc., from December 1, 2006 to September 27, 2011.


 
 
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$100 invested on January 31, 2014 in Verint stock would have been worth $106.45 on January 31, 2019.  By contrast, $100 invested in the NASDAQ Computer & Data Processing Index during that same period would have been worth $227.03.

Source: Verint Systems 10K for fiscal year ended January 31, 2019

On February 14, 2019 Neuberger Berman sent a letter to John Egan, Verint’s Lead Independent Director, and included the following data about Verint’s performance.
Total Stockholder Returns through Fiscal Year-End
January 31, 2019

   
1 Year
3 Years
5 Years
15 Years
 
 
Verint
15.9%
32.1%
6.5%
96.6%
 
 
NICE Ltd.
20.7%
83.9%
189.5%
745.2%
 
 
S&P 500
-2.3%
48.2%
68.2%
225.7%
 
Source: FactSet

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EPS Growth
 
FCF/Share Growth
 
3 Years
5 Years
 
3 Years
5 Years
Verint*
1.8%
2.5%
 
9.6%
-2.6%
NICE Ltd.**
11.5%
13.9%
 
10.4%
29.4%
* Year end January 2019; ** Year end December 2018

Source: FactSet

Over the three- and five-year periods, Verint’s growth in earnings per share (EPS Growth) and growth in free cash flow per share (FCF/Share Growth) have drastically underperformed Verint’s most comparable peer, NICE Ltd.
Over fiscal years 2016 to 2018 Verint’s operating margins of 19-21% dramatically lagged those of NICE Ltd. and the 30%+ margins of other low growth mature software companies2.
 
Adjusted EBIT Margin
Fiscal Year Ending January 31
 
2016
2017
2018
Verint
19.1%
19.6%
21.1%
NICE Ltd.
25.4%
26.5%
25.0%
Low Growth Software Peer Median 2
31.4%
32.9%
31.9%

Source: FactSet
For fiscal years 2016, 2017 and 2018, Verint’s management has failed to meet a variety of financial targets set by Verint’s Board under the Company’s executive bonus program. In each of those years, the Company missed the target on revenue, EBITDA and Total Stockholder Return set in the Company’s compensation program.


2 Software companies with 3-year revenue growth per share below 10% (Ansys, Citrix, Dassault Systems, Nuance Communications, Oracle, Symantec)


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Given the persistent underperformance noted above – in total stockholder returns, margins and failures to achieve the Board’s performance targets – we believe the Company needs fresh perspectives and an increasing sense of urgency in Verint’s board room.

Among other things, we believe new directors could review whether the Company has the right collection of businesses. We believe one of the reasons Verint’s stock has underperformed is that Verint operates two business units, Customer Engagement Solutions (“CES”) and Cyber Intelligence Solutions (“CIS”), which are not synergistic. We believe that structure for a mid-sized publicly-traded business makes it difficult for the Company to attract stockholders, who may only wish to invest in one, or the other, business. In our experience, for a company the size of Verint, having two separate businesses can also create complications in allocating management’s time and the Company’s capital resources.

We are concerned that the Company has not managed its capital well and believe that new directors could evaluate whether the Company is allocating capital optimally for R&D, Mergers & Acquisitions, and share repurchases.

We believe Verint’s Board lacks the necessary experience in software and analytics, cyber intelligence, cloud-based software models, Mergers and Acquisitions, and operational excellence. Of Verint’s seven independent Board members, for example, only one director, Ms. Herscher, appears to have served as a senior executive of a software company.

Accordingly, we believe that Verint and its stockholders would benefit from new directors on the Board who can bring objective perspectives and experience from within the technology and software industry.


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Background to the Solicitation

Neuberger Berman and predecessor firms have been long-term owners of Verint’s stock on behalf of their clients since December 20, 2006.

In January 2007, shortly after we acquired Verint’s shares, Verint announced the acquisition of Witness Systems for $950 million, funding the acquisition with $650 million of debt and $300 million of equity injected by its then-parent company, Comverse Technology. As a result of the acquisition, Verint entered the 2008 financial crisis with an over-levered balance sheet and its shares tumbled by more than 90% to a low of $3.00 per share in early 2009. It took more than two years for the shares to recover to the level prior to the acquisition.

In January 2014, Verint announced the acquisition of KANA Software, Inc. (“KANA”) from Accel-KKR for $514 million. At that time, Neuberger Berman expressed its concern to Mr. Bodner that Verint was overpaying for a business for which Accel-KKR had only paid $41 million in 2009. Mr. Bodner expressed his confidence in the acquisition.

In late 2016, after it became clear to us that Verint’s acquisition of KANA was not as successful as expected, and following a precipitous decline in revenues and profits stemming from the Company’s cybersecurity business – which contributed to Verint’s shares losing more than half their value – Neuberger Berman expressed its concern to Verint’s management regarding the Company’s corporate structure and M&A strategy. At that time, Neuberger Berman proposed that Verint add two accomplished software executives, Dr. Mark Greene and Ms. Penelope Herscher to the Board. Dr. Greene and Ms. Herscher are both highly regarded software executives and public-company board members.  Dr. Greene is a veteran software and analytics executive who headed IBM’s security business and was CEO of analytics company Fair Isaac (“FICO”.) Ms. Herscher served on the Board of JDSU and helped create substantial stockholder value by separating the company into two publicly-traded entities, Lumentum and Viavi.

As further detailed below, since 2016, Neuberger Berman has suggested numerous other highly-qualified director candidates to Verint. As a general matter, Neuberger Berman considers the identity of prospective Board candidates confidential, and does not publicly disclose the identity of these individuals. However, in the Company’s Proxy Statement, Verint has chosen to disclose the names of and to comment negatively on these individuals and, accordingly, we feel compelled to discuss the background and qualifications of the outstanding individuals we previously identified to Verint.




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In September 2016, director Larry Myers, then 77 years old, announced he would not be standing for reelection at Verint’s 2017 annual meeting of stockholders.

In January 2017, Mr. Egan and Mr. Roden interviewed Dr. Greene and Ms. Herscher.

In February 2017, Mr. Roden informed Neuberger Berman that Verint would continue considering only Ms. Herscher and not Dr. Greene for the Verint Board.

On April 1, 2017, after a discussion with Lead Independent Director Jack Egan, Verint agreed to add Ms. Herscher to the Board. At the time Mr. Egan told Neuberger Berman that the Board was amenable to adding Ms. Herscher because Verint needed a woman on the Board. Ms. Herscher became Verint’s first and only female director in the Company’s history.

In August 2017, Verint appointed its CEO, Dan Bodner, to succeed Chairman Victor DeMarines as Chairman of the Board after Mr. DeMarines death, despite the Company’s poor stock price performance under Mr. Bodner’s leadership. At that time, Neuberger Berman expressed its concern and disapproval about Mr. Bodner’s appointment as Chairman, and conveyed to Verint Neuberger Berman’s belief that this was an unnecessary and regressive move away from a preferred governance best practice, especially when, in Neuberger Berman’s opinion, Verint’s Lead Independent Director lacks clearly disclosed key authorities to be effective in that vital oversight role.

In March 2018, after Verint’s revenue growth and share price continued to perform poorly and Mr. Bodner indicated on an earnings call that Verint did not intend to separate CIS and CES, Neuberger Berman met with Mr. Bodner and Mr. Roden, Verint’s Senior Vice President, Corporate Development and Investor Relations, at Verint’s offices to discuss the Company’s underperformance, complex operating structure, and lack of a detailed cloud strategy.

Following that discussion, Neuberger Berman proposed that Verint add Mr. Steve Hooley to the Board. Mr. Hooley was previously the Chairman and CEO of publicly-traded DST Systems for five years before it was sold to SS&C Technologies Holdings for a $5.4 billion enterprise value. As Chairman and CEO of DST, Mr. Hooley divested non-core businesses, streamlined operations and dramatically reduced the number of shares outstanding through effective share buyback programs.  During Mr. Hooley’s tenure as CEO, DST’s shares quadrupled in value.  At our request, Mr. Egan held a brief telephone interview with Mr. Hooley before informing us that he wasn’t impressed with Mr. Hooley. Verint declined to add Mr. Hooley to the Board.

In early 2018, Neuberger Berman had also learned that Verint was considering adding Mr. John Hinshaw to the Board. Mr. Hinshaw is a seasoned technology industry veteran and a board member of BNY Mellon, Sysco, and DocuSign. He was formerly a senior executive at Hewlett Packard and Boeing. Mr. Hinshaw’s background includes M&A in the SIGINT (signals intelligence) space and serving on the Board of a leading cloud-centric company, DocuSign, through a successful IPO.  We were disappointed to learn that Verint subsequently decided not to appoint Mr. Hinshaw to the Board.



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In June 2018, shortly after rejecting Mr. Hooley and declining to appoint Mr. Hinshaw to the Board, Verint added Mr. Stephen Gold to the Board. Neuberger Berman expressed concerned to Verint’s management that Mr. Gold had no senior C-level experience, had never run a P&L, had no M&A experience, and his only public company board experience consisted of serving for two quarters as a director of a fuel distribution business. Neuberger Berman did not believe Mr. Gold was the best qualified candidate to join Verint’s Board.

On December 7, 2018, at Neuberger Berman’s request, representatives of Neuberger Berman met with Mr. Bodner and Mr. Roden to discuss Neuberger Berman’s continued concerns about the Company’s corporate structure, capital allocation, and cloud strategy. In that meeting, Mr. Bodner reiterated his position that he believed there is no incremental value that could be generated from separating CES and CIS, that Verint’s customers do not want to transition to the cloud, and that Verint had no intention to pursue a cloud-centric strategy for CES. At that time, Neuberger Berman again reiterated its request that the Board add more qualified directors with experience relevant to Verint’s business and operations. Mr. Bodner indicated that Verint would be open to reviewing Neuberger Berman’s recommendations for additional Board candidates.

On January 30, 2019, representatives from Neuberger Berman contacted Mr. Roden to discuss Verint’s business and financial performance and board composition.  Later that day, representatives from Neuberger Berman emailed Mr. Roden information on four potential board candidates, all of whom have senior executive experience leading business transformations at well-respected technology companies. In addition to Mr. Hooley and Mr. Hinshaw, these potential board candidates included Mr. Warren Jenson and Mr. Oded Weiss.

Warren Jenson is President and CFO of LiveRamp (f/k/a Acxiom), a publicly-traded digital marketing company, where he helped lead a transformation including the sale of several legacy businesses and the very successful acquisition of LiveRamp, which today is the core of the company. The transformation led to the company’s share price multiplying more than 5 times during Mr. Warren’s tenure. Mr. Jenson was formerly the Chief Financial Officer of a number of successful public companies, including Amazon.com and Delta Airlines.

Oded Weiss is Strategic Advisor and former President of Temenos AG, a publicly-traded banking software company. During his tenure, Temenos completed a strategic transformation that resulted in more than quintupling the share price. Mr. Weiss joined Temenos through the acquisition of Multifonds SA, a software company, where he was CEO, and which generated substantial returns for its owners. Before joining Multifonds, Mr. Weiss was a partner at McKinsey & Co in New York.



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At Verint’s request, Neuberger Berman promptly provided Verint with the resumes and contact information for all four board candidates.

On February 14, 2019, after Verint had not contacted any of the four potential Board candidates, and as the director nominating deadline was approaching, Neuberger Berman sent a letter to Mr. Egan reiterating Neuberger Berman’s ongoing concerns about Verint’s cloud strategy, corporate structure, capital allocation, declining revenue, and poor stockholder returns. The letter further detailed why Neuberger Berman believed Mr. Hooley, Mr. Jenson, Mr. Weiss, and Mr. Hinshaw could help Verint improve its performance. Neuberger Berman also indicated that, if Verint continued to ignore the four proposed Board candidates, Neuberger Berman would consider nominating certain individuals to the Board.

On February 15, 2019, Mr. Roden contacted representatives from Neuberger Berman to report that Mr. John Egan, Verint’s Lead Independent Director, had agreed to set up a meeting with Neuberger Berman to discuss the concerns detailed in Neuberger Berman’s February 14, 2019 letter to Verint. At that time, Mr. Roden also offered to have Ms. Jane O’Donnell, Verint’s Senior Vice President, HR, initially interview Neuberger Berman’s four Board candidates. Neuberger Berman believed this to be a highly unorthodox request.  In general, Neuberger Berman believes that boards should always be receptive to the addition of potential Board members who can improve the quality of a business.  In our opinion, it is highly problematic that an individual who reports to the CEO was asked to interview Board candidates who, if added to the Board, would oversee the Company’s executives.  Nevertheless, in a good-faith effort to move the process forward in a cooperative manner, Neuberger Berman asked its four Board candidates to agree to speak with Ms. O’Donnell.

Between February 15 and March 1, 2019, Ms. O’Donnell held brief telephone interviews with Neuberger Berman’s four Board candidates and offered each candidate the opportunity to meet with Verint’s Board at one of Verint’s scheduled Board meetings. During his discussion with Ms. O’Donnell, Mr. Hinshaw indicated that he had a conflict with one of Verint’s Board meetings due to a previous obligation related to another public company board meeting. Verint refused to accommodate Mr. Hinshaw’s schedule by offering an alternative time to meet with Verint’s Board, so Mr. Hinshaw determined it was best to withdraw his candidacy.

On February 27, 2019, representatives from Neuberger Berman met with Messrs. Egan and Roden. At this meeting, Mr. Egan noted that he was only attending the meeting as a listener and had no authority to provide any further detail about the Company’s strategy or to negotiate on behalf of the Board. Neuberger Berman was disappointed with this unexpected limitation. Neuberger Berman strongly believes that a Lead Independent Director should have the authority to engage constructively with stockholders on behalf of the Board, especially when the roles of Chairman and CEO are combined.


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During the meeting, Neuberger Berman reiterated to Mr. Egan its concerns that were expressed in the February 14, 2019 letter regarding Verint’s cloud strategy, corporate structure, capital allocation, acquisition strategy, and board composition. In addition, Neuberger Berman expressed its concern to Messrs. Egan and Roden about Verint Board members Mr. Nottenburg and Mr. Safir and their ability to be effective Board members of a software company like Verint. During the meeting Mr. Egan also stated that Verint was unable to address Neuberger Berman’s concerns about Verint’s strategy because such a response might necessitate revealing non-public information. At that time, Neuberger Berman said it would consider having further detailed discussions under the terms of a general non-disclosure agreement.

On February 28, 2019, Neuberger Berman contacted Verint and proposed Mr. Robert Schassler, instead of Mr. Hinshaw, to be considered as a potential candidate for Verint’s Board. Mr. Schassler had been a senior executive at Motorola when the business was separated into several public companies and, as an executive responsible for Motorola Solutions’ largest business, is very familiar with Verint’s business and, specifically, Verint’s CIS customers. Mr. Schassler also has substantial software and cloud background expertise as a senior executive at Nuance Communications and Sanmina.

On March 6, 2019, more than five weeks after Neuberger Berman initially provided Verint with four potential candidates for Verint’s Board, and only 18 days before the deadline to formally nominate candidates for election to Verint’s Board, Mr. Egan finally contacted Mr. Weiss and Mr. Hooley for the first time to conduct a short phone interview.

On March 7, 2019, Neuberger Berman contacted Mr. Egan to request a follow-up discussion regarding Verint’s strategy, capital allocation and Board composition.

On March 8, 2019, Mr. Roden spoke with Neuberger Berman telephonically and stated that Mr. Egan would continue to interview Neuberger Berman’s candidates. Mr. Roden also inquired about Neuberger Berman’s willingness to execute a non-disclosure agreement with Verint. Neuberger Berman responded that it was open to doing so if Verint would finally be willing to discuss the concerns outlined in Neuberger Berman’s February 14, 2019 letter.

On March 10, 2019, Mr. Roden contacted representatives from Neuberger Berman to suggest a follow up meeting with Mr. Egan.

On March 12, 2019, more than six weeks after Neuberger Berman initially provided Verint with four potential candidates for Verint’s Board, and with only 11 days before the deadline to formally nominate candidates for election to Verint’s Board, Mr. Egan finally contacted Mr. Jenson and Mr. Schassler for the first time to conduct a short phone interview.


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On March 15, 2019, representatives from Neuberger Berman met with Messrs. Egan and Roden to further discuss Neuberger Berman’s concerns about Verint’s business and to discuss Verint’s review of Neuberger Berman’s potential Board candidates. At that time, Mr. Egan did not offer any new information regarding Neuberger Berman’s concerns outlined in its February 14, 2019 letter. Instead, Mr. Egan informed Neuberger Berman that, after what he called “careful consideration,” Mr. Egan, in his capacity as Verint’s Lead Director and Chairman of the Corporate Governance and Nominating Committee, had decided to reject all four of Neuberger Berman’s potential Board candidates.

During that meeting, Mr. Egan stated that Verint intended to add new directors to the Board in the future, but he was unwilling to commit to a timeframe for any new appointments or discuss any specifics about the experience or skills the Board wished to add. Mr. Egan said only that the Board was considering an “up and coming” female candidate who had not yet agreed to join the Board. At that time, Neuberger Berman expressed its continuing concern about Verint’s Board member selection process and requested that Mr. Egan provide stockholders with a more detailed plan about its commitment to upgrade the Board.

During the March 15, 2019 meeting, Mr. Egan also proposed that, subject to Neuberger Berman executing a non-disclosure agreement with Verint, the Company would provide Neuberger Berman with a preview of the Company’s upcoming earnings guidance and greater insight into its cloud strategy.  In exchange, Neuberger Berman would forgo nominating candidates for election to the Board at this year’s annual meeting.  Mr. Egan also suggested that Verint would publicly credit Neuberger’s role in refocusing the investment community on Verint’s cloud opportunity.

On March 16, 2019, Mr. Schassler informed Neuberger Berman that Verint’s Board did not appear welcoming of his candidacy and that he was not interested in the Board position if Verint was unwilling to seriously consider him as a qualified candidate that could add significant value to the Board.  As a result, Mr. Schassler told Neuberger Berman that he was no longer interested in being a Verint board candidate.

On March 18, 2019, Neuberger Berman proposed to Mr. Roden that Verint extend the director nominating deadline under its Bylaws for two weeks to see whether Verint would adequately address Neuberger Berman’s concerns about the Company’s cloud transition, corporate structure and capital allocation during the Company’s earnings call.

On March 20, 2019, Mr. Egan contacted Neuberger Berman to inform us that Verint would not extend the nomination window. Mr. Egan reiterated Verint’s proposal to offer Neuberger Berman a preview into the Company’s upcoming Q4 earnings results and cloud strategy if Neuberger Berman was willing to execute a non-disclosure agreement, forgo nominating directors, and endorse the Company’s strategy. Neuberger Berman declined the offer over its concern about giving up its right to nominate Board candidates at the annual meeting prior to seeing the Company’s proposed announcement and being asked to endorse a strategy that Neuberger Berman had had no part in formulating and which could fall far short of the expectations of stockholders.  Mr. Egan also reiterated the Board’s unwillingness to consider any changes to the Board of Directors proposed by Neuberger Berman.


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On March 22, 2019, Neuberger Berman delivered a formal notice of its intention to nominate three candidates for election to the Board at Verint’s 2019 annual meeting of stockholders.

On March 27, 2019, Verint publicly announced its Q4 and full-year 2018 earnings and held a conference call with analysts and stockholders to discuss the results. In Neuberger Berman’s opinion, during this call, Verint failed to embrace a full commitment to a cloud-based software model and the separation of the CIS and CES businesses.

On April 8, 2019, Mr. Roden reached out to Neuberger Berman to request that Neuberger Berman withdraw its Director nominations in light of Verint’s financial results and earnings conference call. Neuberger Berman informed Mr. Roden that Neuberger Berman was finalizing a letter to the Board of Directors reiterating its concerns about Verint’s strategy and corporate governance. Neuberger Berman sent that letter the same day and requested a meeting with the Board to discuss Neuberger Berman’s concerns and its nominees.

On April 9, 2019, Mr. Roden contacted representatives from Neuberger Berman to request a call for 8 AM Eastern that same day. On the call, Mr. Egan, who seemed to be reading from a script, demanded that Neuberger Berman withdraw its director nomination notice before the stock market opened at 9:30 AM Eastern. Mr. Egan said that if Neuberger Berman refused to do so, Verint would file its contested preliminary proxy statement with the SEC immediately.  Representatives from Neuberger Berman expressed to Mr. Egan their frustration with his attempt to strong-arm a longstanding stockholder like Neuberger Berman. Neuberger Berman did not withdraw its nominations and reiterated its request to meet with the full Board. Later that morning, Verint filed its preliminary proxy statement.

On April 16, 2019, a representative from Neuberger Berman met with Verint’s CEO, Mr. Bodner, and Mr. Egan, to discuss Neuberger Berman’s nomination notice, the need for long-term financial targets and the Company’s current business configuration. Mr. Bodner agreed to consider whether or not the Company would be comfortable disclosing additional medium- and long-term financial performance metrics and targets but did not say if Verint would consider any positive changes to the Board, the Company’s operating structure, or its capital allocation plans.

On April 18, 2019, a representative from Neuberger Berman spoke with Verint’s CEO, Mr. Bodner, again to discuss, among other things, Neuberger Berman’s ongoing concerns about the Company’s lack of adequate long-term financial targets.


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On April 22, 2019, Mr. Bodner sent Neuberger Berman an email indicating the Company’s willingness to reveal long-term revenue and EPS targets on the Company’s Q1 earnings call in exchange for Neuberger Berman agreeing to withdraw its nomination notice.

On April 23, 2019, a representative from Neuberger Berman held a phone conversation with Verint’s CEO, Mr. Bodner, and Verint’s Lead Independent Director, Mr. Egan, to discuss Verint’s offer to include unspecified financial targets on the Company’s Q1 earnings call in exchange for Neuberger Berman withdrawing its nomination notice.  During the call, Neuberger Berman rejected Verint’s proposal as insufficient and expressed our desire for a more comprehensive framework of financial targets, capital allocation and accelerated Board refreshment.

On April 24, 2019, Neuberger Berman filed its preliminary proxy statement with the SEC.


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Voting

The specific proposals to be considered and acted upon at the Annual Meeting are described in more detail in this Proxy Statement and the Company’s Proxy Statement. According to Verint’s Proxy Statement, on the Record Date, approximately [●] shares of the Common Stock were issued and outstanding. Each stockholder, as of the Record Date, is entitled to one vote for each Neuberger Berman Nominee and one vote for each other proposal to be voted on at the 2019 Annual Meeting for each share of Common Stock held by such stockholder on the Record Date.

According to Verint’s Proxy Statement, an independent inspector of election will receive and tabulate the proxies and certify the results.

Election of Directors
According to Verint’s Proxy Statement, directors will be elected by a plurality of the votes cast at the 2019 Annual Meeting, meaning that the eight nominees receiving the most votes will be elected. Only votes cast “FOR” a nominee will be counted. If you submit the GOLD proxy card or GOLD voting instruction form and do not indicate otherwise, your shares will be voted “FOR” the Neuberger Berman Nominees and the directors nominated by Verint other than Mr. Howard Safir, Mr. John Egan, and Mr. Richard Nottenburg.

According to Verint’s Proxy Statement, Verint intends to nominate eight candidates for election at the 2019 Annual Meeting. This Proxy Statement is soliciting proxies to elect the three Neuberger Berman Nominees, as well as those individuals nominated by Verint other than Mr. Howard Safir, Mr. John Egan, and Mr. Richard Nottenburg. Therefore, those stockholders who vote on the enclosed GOLD proxy card will also have the opportunity to vote for those individuals who have been nominated by Verint other than Mr. Howard Safir, Mr. John Egan, and Mr. Richard Nottenburg. This allows stockholders to vote for a full slate of directors to serve on the Board. The names, backgrounds and qualifications of Verint’s nominees, as well as other information concerning such individuals, can be found in Verint’s proxy statement.
Other Proposals
According to Verint’s Proxy Statement, at the 2019 Annual Meeting, in addition to the election of directors, Verint’s stockholders will be asked to ratify the appointment of Deloitte & Touche LLP as Verint’s independent registered public accounting firm for the year ending January 31, 2020, to approve, on an advisory basis, the compensation of Verint’s named executive officers (Say-on-Pay) and to approve Verint’s 2019 Long-Term Stock Incentive Plan. According to Verint’s Proxy Statement, approval of each of these three proposals will require the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. If you submit the GOLD proxy card or GOLD voting instruction form and do not indicate otherwise, your shares will be voted “FOR” the ratification of the appointment of Deloitte & Touche LLP as its independent registered public accounting firm for the year ending January 31, 2020, “AGAINST” the advisory vote to approve the compensation of Verint’s named executive officers, and “AGAINST” the proposal to approve Verint’s 2019 Long-Term Stock Incentive Plan.

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Withhold Votes and Abstentions
According to Verint’s Proxy Statement, only votes cast “FOR” a nominee will be counted in the election of directors. Stockholders can withhold authority to vote their shares with respect to all of the Neuberger Berman Nominees and the directors nominated by Verint other than Mr. Howard Safir, Mr. John Egan, and Mr. Richard Nottenburg as a group by voting “WITHHOLD” from all Nominees or with respect to one or more, but not all, of such nominees by voting “FOR ALL EXCEPT” and indicating for which of the individual Neuberger Berman Nominees or the directors nominated by Verint (other than Mr. Howard Safir, Mr. John Egan, and Mr. Richard Nottenburg) the stockholder is withholding voting authority. Withhold votes will result in the applicable nominees receiving fewer “FOR” votes for purposes of determining the eight nominees receiving the most votes. Only the eight nominees receiving the most “FOR” votes will be elected as directors. According to Verint’s Proxy Statement, in all other matters other than the election of directors, stockholders can “ABSTAIN” from voting on the matter. Abstentions have the same effect as votes “AGAINST” the matter. Withhold votes and abstentions will be counted as present and entitled to vote for purposes of determining whether a quorum is present at the Annual Meeting.

Broker Non-Votes
According to Verint’s Proxy Statement, a broker non-vote occurs when a beneficial owner of shares held in street name through a broker fails to submit voting instructions to the broker for a stockholders’ meeting. In the absence of voting instructions, brokers normally have discretion to vote on routine matters, such as the ratification of independent registered public accounting firms, but not on non-routine matters, such as director elections, proposals dealing with compensation issues, or stockholder proposals. However, given the contested nature of the 2019 Annual Meeting, for any accounts to which brokers deliver competing sets of proxy materials, applicable rules governing brokers’ discretionary authority will not permit such brokers to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting. Broker non-votes, if any, will not be counted in determining the number of shares necessary for approval of any proposal, although they will count for purposes of determining whether a quorum exists.
Notice Regarding the Internet Availability of the Neuberger Berman Participants’ Proxy Materials for the 2019 Annual Meeting
This Proxy Statement and all of Neuberger Berman Participants’ other solicitation materials in connection with this proxy solicitation will be available on the internet, free of charge, at [●].

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Additional Information Regarding Verint
Pursuant to Rule 14a-5(c) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), the Neuberger Berman Participants have omitted from this Proxy Statement certain disclosure required by applicable law to be included in Verint’s Proxy Statement in connection with the Annual Meeting. Such disclosure includes, but is not limited to, information regarding those individuals nominated by Verint to serve as directors; information regarding Proposal 2, Proposal 3 and Proposal 4 (each as hereinafter defined); securities of Verint beneficially owned by Verint’s directors, nominees and management; certain stockholders’ beneficial ownership of more than 5% of Verint’s voting securities; information concerning executive and director compensation; and information concerning the procedures for submitting stockholder proposals and director nominations intended for consideration at the 2020 annual meeting of stockholders and for consideration for inclusion in the proxy materials for that meeting. If Verint does not distribute Verint’s Proxy Statement to stockholders at least 10 days prior to the Annual Meeting, we will distribute to the stockholders a supplement to this proxy statement containing such disclosures at least 10 days prior to the Annual Meeting. We take no responsibility for the accuracy or completeness of information contained in Verint’s Proxy Statement. Except as otherwise noted herein, the information in this proxy statement concerning Verint has been taken from or is based upon documents and records on file with the SEC and other publicly available information.

Matters to be considered at the Annual Meeting
PROPOSAL 1: ELECTION OF DIRECTORS
General
The Board currently consists of eight directors and the terms of all of the directors expires at the Annual Meeting. The directors elected at the Annual Meeting will each serve for a term of one year, expiring at the 2020 annual meeting of stockholders, or until their successors have been duly elected and qualified. The names and ages of the Neuberger Berman Nominees and the terms of their proposed directorship are set forth below. As of the date of this Proxy Statement, none of the Neuberger Berman Nominees are employees of Verint or serve Verint in any capacity.
Each of the Neuberger Berman Nominees has agreed to serve if elected, and the Neuberger Berman Participants have no reason to believe that any of the Neuberger Berman Nominees will be unavailable to serve. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the Neuberger Berman Nominees and the directors nominated by Verint other than Mr. Howard Safir, Mr. John Egan, and Mr. Richard Nottenburg. The eight candidates receiving the highest number of affirmative votes of the shares represented and voting on this particular matter at the Annual Meeting will be elected directors of Verint. Therefore, if the Neuberger Berman Participants are successful in their proxy solicitation, the Board will be composed of the three Neuberger Berman Nominees—Ms. Beatriz Infante, Dr. Mark Greene and Mr. Oded Weiss—and the five individuals nominated by Verint who receive the highest number of votes present, in person or by proxy, at the Annual Meeting and entitled to vote in favor of his or her election. If elected, each of the Neuberger Berman Nominees will serve a one-year term until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified.
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Neuberger Berman Nominees for Term Ending Upon the 2020 Annual Meeting of Stockholders
Beatriz V. Infante, age 65 (Business Address: BusinessExcelleration LLC, 27664 Vogue Court, Los Altos Hills, CA 94022). Since 2009, Ms. Infante has served as Chief Executive Officer of BusinessExcelleration LLC which provides management consulting services to companies at strategic inflection points. From 2010 until its acquisition by Infor, Inc. in 2011, Ms. Infante was the Chief Executive Officer and a director of ENXSUITE Corporation, a leading supplier of energy management solutions. From 2006 until its acquisition by Voxeo Corporation in 2008, she was the Chief Executive Officer and a director of VoiceObjects Inc., a market leader in voice applications servers. From 2004 to 2005, Ms. Infante served as Interim Chief Executive Officer and a director of Sychron Inc., which was sold to an investor group. From 1998 to 2003, Ms. Infante held various positions with Aspect Communications, a leading provider of call centers and unified communications solutions, including the roles of Chairwoman, President and Chief Executive Officer. 
 
Ms. Infante has been a director of Ribbon Communications, Inc. (a NASDAQ listed company), a company specializing in Cloud-based SIP and 4G/VoLTE solutions, since October 2017 and has served on its Audit and Compensation Committees; a director, Chair of the Compensation Committee and Member of the Audit Committee of Liquidity Services, Inc. (a NASDAQ listed company), a company specializing in surplus asset management, since May 2014; and a director of PriceSmart Inc (a NASDAQ listed company), a global operator of membership warehouse clubs, since January 2018, and currently serves as Chair of the Compensation Committee, Chair of the Digital Transformation Committee, and Member of the Audit Committee.  Additionally, from January 2010 until October 2017, Ms Infante served on the board of Sonus Networks, until its acquisition of Genband to form Ribbon Communications. From May 2012 through May 2015 when it was sold to Avago, Ms. Infante served as a director of Emulex Corporation. From August 2016 to June 2017 when it was sold to Veeco, Ms. Infante served as a director of Ultratech, Inc.  She has additionally served on a number of private company boards.
 
Ms. Infante is a National Association of Corporate Directors Board Leadership Fellow, a 2016 NACD Directorship 100 honoree, and in 2013 was named to the Financial Times Agenda “Top 50 Digital Directors’ List.”  Ms. Infante holds a Bachelor of Science and Engineering degree in Electrical Engineering and Computer Science from Princeton University and holds a Master of Science degree in Engineering Science from California Institute of Technology.

Dr. Mark Greene, age 65, is a senior financial technology executive with extensive experience leading and growing complex global businesses. He is a recognized thought-leader on banking and economic trends and related techniques including risk management, forecasting and trading, and technologies such as big data and predictive analytics. Dr. Greene possesses broad access to – and acts as a trusted advisor to – senior financial services executives worldwide. He now serves as a Board member for financial technology/software companies seeking strategic and operational assistance in business transformation and scaling. From September 2012 until September 2015, Dr. Greene was CEO, Openlink Financial (Hellman & Friedman), a risk management, operations and finance company, and from February 2007 until January 2012, Mr. Greene was CEO, Fair Isaac Corp. (NYSE: FICO), a pioneer in credit risk scoring and analytics for the financial services industry.  Previous to this, from 1998 until 2006, Dr. Greene was a General Manager at IBM (NYSE: IBM) responsible for IBM’s security business.
 


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Dr. Greene holds or has held the following other directorships: Director, NeuStar (NYSE: NSR), from April 2012 to August 2017; Director, Bluezones LLC from October 2016 to present; Director, Ryzgo, from April 2018 to present; Director, National Credit Care from March 2019 to present; and Director, Interest for Others Foundation from December 2016 to November 2018.
 
Dr. Greene holds a BA, magna cum laude, in Economics from Amherst College, and a PhD in Economics from the University of Michigan.

Oded Weiss, age 48, has 25+ years of experience in building value and creating high-performing leadership teams. From July 2009 through March 2015, Mr. Weiss served as CEO and a managing director and a member of the board of directors of IGEFI Group s.a r.l. (doing business as Multifonds), an award-winning investment software company providing fund accounting, portfolio accounting and investor servicing and transfer agency on a single platform. More than $7 trillion in assets (both traditional and alternative funds) are processed on Multifonds in 30+ jurisdictions for the world’s leading global custodians, third-party administrators, insurance companies and asset managers. Under Mr. Weiss’s leadership, Multifonds grew its staff from 150 to 450 in 14 offices globally, including India, the UK, Ireland, France, Germany, Singapore, Hong Kong, Canada, and the US. As CEO he was responsible for strategy, revenue, product roadmap, key customer relationships, partnerships, marketing and all other important aspects of the business. He attracted and retained a highly productive team and transformed the company’s culture. Key achievements during his tenure as CEO include: achieving repeatable and sustained growth measured in 5 years: CAGR of 13% in revenue and 15% in EBITDA which created real operating leverage; transforming the company from a single product, European focused, limited growth company to a global, multi-product, best in class leader; rebranding the company and establishing the Multifonds brand as a leading provider to the fund administration industry; initiating and successfully completing a product renovation program that transformed both the user experience (using new architecture and technology) and the product asset class coverage (expanding from long-only focused to cross asset capabilities). Mr. Weiss led the strategy of focusing on large deals which led to record wins in 2014. 
 
In March 2015, Mr. Weiss sold Multifonds to Temenos AG for €235 million, delivering high multiple return to private equity owner Summit Partners, and Mr. Weiss was appointed President of Temenos AG (SIX:TEMN). At the time Temenos’s share price was $35 and the company had a market cap of $2.5B. In September 2016, Mr. Weiss decided to step back and take the role of Strategic Adviser to Temenos. In his 1.5 year tenure as President, the company’s share price rose to $66 and the market cap doubled to $5B. As strategic advisor, Mr. Weiss focuses on architecture transformation and go to market product strategy and was involved in all M&A opportunities. In February 2018, the Board asked Mr. Weiss to focus on Temenos’s Multifonds business for a year and he took on the role of Managing Director of the company’s Multifonds division. From February 2018 to January 2019, Multifonds’s product revenue more than doubled. In January 2019, after Multifonds success, Mr. Weiss reverted to his role as Strategic Advisor to Temenos, at which time the stock was trading at $133 and the company’s market cap reached $10B. Today, April 2019, four years since Mr. Weiss joined Temenos the stock is trading at approximately $165 (vs. $35 in March 2015). Temenos has over $800 million in annual revenue, double digit top-line growth, and 5,000 employees, serving 38 of the top 50 banking institutions globally.
 


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Previous to this, Mr. Weiss was a Partner, Corporate and Investment Banking Operations & Technology Practice Leader, at McKinsey & Company in New York.

Mr. Weiss is also serving as the Chairman of the Board of Solo Gelato, a private company based in Israel.

Mr. Weiss holds a B.Sc. and M.Sc. in Engineering from the Technion – Israel Institute of Technology, and an MS in Engineering and Management from MIT.

Other Information Regarding Neuberger Berman Nominees
Each of the Neuberger Berman Nominees has consented to being named as a nominee in this Proxy Statement and to serving as a director if elected.
As of the date hereof, to the knowledge of the Neuberger Berman Participants, none of Ms. Infante, Dr. Mark Greene, or Mr. Oded Weiss owns any shares of Common Stock of Verint.
Ms. Infante and Dr. Greene are citizens of the United States and Mr. Weiss is a citizen of Israel.
To the knowledge of the Neuberger Berman Participants: (a) no Neuberger Berman Nominee has any family relationship that is required to be disclosed; (b) no Neuberger Berman Nominee holds any positions or offices with Verint; (c) no companies or organizations, with which any of the Neuberger Berman Nominees has been employed in the past five years, is a parent, subsidiary or other affiliate of Verint; (d) no Neuberger Berman Nominee has been, within the last 10 years, or is currently subject to, any of the items listed in Item 401(f) of Regulation S-K; (e) no Neuberger Berman Nominee has been convicted in, within the last 10 years, or is currently subject to, any criminal proceeding; (f) no Neuberger Berman Nominee has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2019 Annual Meeting (other than each Neuberger Berman Nominee’s nomination to serve on the Board); (g) there are no arrangements or understandings pursuant to which any Neuberger Berman Nominee is proposed to be elected to the Board, other than a request made to each Neuberger Berman Nominee asking for their consent to be nominated to the Board, and, solely as it relates to any arrangement or understanding pursuant to which any Neuberger Berman Nominee was proposed to be elected to the Board, no other person, other than the Neuberger Berman Participants (whose interests are solely that the Neuberger Berman Participants are nominating the Neuberger Berman Nominees), has any substantial interest, direct or indirect, in any matter to be acted upon at the 2019 Annual Meeting; (h) no Neuberger Berman Nominee beneficially owns any securities of Verint, either directly or indirectly; (i) no Neuberger Berman Nominee owns any securities of Verint of record, but not beneficially; (j) no associate of any Neuberger Berman Nominee beneficially owns any securities of Verint, either directly or indirectly; (k) no Neuberger Berman Nominee owns, beneficially, directly or indirectly, any securities of any parent or subsidiary of Verint; (l) no Neuberger Berman Nominee has purchased or sold any securities of Verint within the past two years; (m) no Neuberger Berman Nominee was or is a party to any contract, arrangement or understanding, within the past year, with respect to any securities of Verint, including any joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (n) since January 1, 2018, no Neuberger Berman Nominee and no associate of any Neuberger Berman Nominee, has any direct or indirect material interest in any transaction in which the amount involved exceeds $120,000 and in which Verint is or was a participant, or which is currently proposed; and (o) there are no arrangements or understandings between any Neuberger Berman Nominee and any person with respect to any future employment by Verint or its affiliates, or with respect to any future transactions to which Verint or its affiliates will or may be a party.


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None of the Neuberger Berman Nominees, to the knowledge of the Neuberger Berman Participants, or any of their respective associates has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation, from, or in respect of, services rendered on behalf of Verint that is required to be disclosed under, or is subject to any arrangement described in, paragraphs (a)-(j) of Item 402 of Regulation S-K. However, if elected the Neuberger Berman Nominees will be entitled to compensation as a director of Verint as is consistent with Verint’s practices for services of non-employee directors and as is disclosed in Verint’s Proxy Statement.
The Neuberger Berman Participants believe that each Neuberger Berman Nominee presently is, and if elected as a director of Verint, each Neuberger Berman Nominee would be, “independent” under Rule 5605 of the NASDAQ Stock Market’s Marketplace Rules, the independence standard applicable to Verint. The Neuberger Berman Participants believe that, if any Neuberger Berman Nominee were a member of Verint’s compensation, nominating and audit committee, he or she would be independent under such committee’s applicable independence standards
The Neuberger Berman Participants are not aware of any material proceedings in which either Neuberger Berman Nominee, or any associate of either Neuberger Berman Nominee, is a party adverse to Verint or any of its subsidiaries or has a material interest adverse to Verint or any of its subsidiaries.
Except as otherwise disclosed in response to this section, there are no interlocking relationships that would have required disclosure had the Neuberger Berman Nominees been directors of Verint.

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Directors Nominated by Verint
The Neuberger Berman Participants are also seeking your proxy to vote for the candidates who have been nominated by Verint, other than Mr. Howard Safir, Mr. John Egan, and Mr. Richard Nottenburg. You should refer to Verint’s Proxy Statement and form of proxy distributed by Verint for the names, background, qualifications and other information concerning Verint’s candidates.
We recommend that you vote FOR ALL of the Nominees on the GOLD proxy card.


Proposal 2:
Ratification of the company’s selection of independent public accounting firm
Based on information contained in Verint’s Proxy Statement, it is expected that the stockholders at the 2019 Annual Meeting will be asked to ratify the employment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending January 31, 2020 to perform the functions assigned to it by Verint (“Proposal 2”). According to Verint’s Proxy Statement, it shall be the duty of Verint’s Audit Committee to employ, subject to stockholder ratification at each annual meeting, independent public accountants to audit the books of account, accounting procedures and financial statements of Verint for the year and to perform such other duties as prescribed from time to time by the Audit Committee.
We recommend voting “FOR” Proposal 2

Proposal 3:
Advisory vote on the compensation of named executive officers
Based on information contained in Verint’s Proxy Statement, it is expected that the stockholders at the 2019 Annual Meeting will be asked to approve, on an advisory basis, the compensation of the named executive officers disclosed in Verint’s Proxy Statement (“Proposal 3”). According to Verint’s Proxy Statement, this vote is advisory in nature, which means that it is not binding on Verint, its Board or Verint’s Compensation Committee. However, according to Verint’s Proxy Statement, the Compensation Committee intends to consider the vote results for Proposal 3 and to take any actions it deems necessary or appropriate in light of those results.
Neuberger Berman is recommending stockholders vote “AGAINST” Proposal 3.  Neuberger Berman believes that Verint’s Board of Directors has failed to develop and implement an appropriate incentive compensation program for management based on organic revenue growth rather than acquired growth and include targets for customer conversions to a cloud-based business model.

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We recommend voting “AGAINST” Proposal

Proposal 4:
Approval of the Verint Systems, Inc. 2019 Long-Term Stock Incentive Plan
Based on information contained in Verint’s Proxy Statement, it is expected that the stockholders at the 2019 Annual Meeting will be asked to approve the Verint Systems Inc. 2019 Long-Term Stock Incentive Plan (“Proposal 4”). According to Verint’s Proxy Statement, this vote is binding on Verint, its Board or Verint’s Compensation Committee.
Neuberger Berman is recommending stockholders vote “AGAINST” Proposal 4.  Verint’s number of shares outstanding has more than doubled from 32 million in 2006 to 65 million in 2019.  Neuberger Berman believes that this increase has been excessively dilutive with no corresponding benefits to stockholders.
We recommend voting “AGAINST” Proposal 4
CERTAIN INFORMATION REGARDING PARTICIPANTS IN THIS SOLICITATION

This proxy solicitation is being conducted by the Neuberger Berman Participants. The Neuberger Berman Participants collectively are the beneficial owners of an aggregate of [●] shares of Common Stock of Verint or approximately [●] % of the outstanding shares of Common Stock of Verint (calculated based on the number of shares of Common Stock outstanding as of [●], 2019) and collectively are one of the largest stockholders of Verint.
Information about the Neuberger Berman Participants, including information as to any substantial interest, direct or indirect, by security holdings or otherwise, that they may have with respect to the various proposals to be voted on at the 2019 Annual Meeting, is set forth below in this section. As to the Neuberger Berman Nominees, the foregoing information is included in this section or in the section titled “Proposal 1 – Election of Directors”.
The Neuberger Berman Participants
The principal business address of NBIA, NBIA Holdings, NB Group and NBSH is 1290 Avenue of the Americas, New York NY 10104, the principal business address of Mr. Nahum, Mr. Hoina and Mr. Solomon is 1290 Avenue of the Americas, New York, NY 10104.
NBIA is primarily engaged in the business of being an investment adviser for their respective clients. NBIA Holdings, NB Group and NBSHare primarily engaged in the business of being holding companies for their affiliates and affiliates of the Neuberger Berman Participants. Messrs. Nahum and Solomon, are primarily engaged in the business of being portfolio managers for NBIA, and as such, manage the investments of their clients and those of their affiliates. Mr. Hoina is primarily engaged in the business of being a senior research analyst for NBIA.

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The Neuberger Berman Nominees
Please see “Proposal 1 – Election of Directors” for additional information about the Neuberger Berman Nominees.

Beneficial Ownership of Shares

The following table shows the number of shares of Common Stock or other securities of Verint that are beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by each Neuberger Berman Participant as of the Record Date. Please see Annex A for additional information about each applicable Neuberger Berman Participant’s purchases and sales of securities of Verint within the last two years.

Class or Series
 
Number of Shares/Principal Amount
 
Owner of Record
 
Beneficial Owner
Percentage of Class
Common Stock
 
1,678,3543
 
Cede & Co.4
 
NBIA
Approx. 2.6%
Common Stock
 
77,000
 
Cede & Co.
 
Benjamin Nahum
Less than 1%
Common Stock
 
855
 
Cede & Co.
 
Amit Solomon
Less than 1%
Common Stock
 
600
 
Cede & Co.
 
Scott Hoina
Less than 1%
1.50% Convertible Senior Notes
 
$9,400,000
  Cede & Co.
 
NBIA
Less than 1%

As of the date of this Proxy Statement, no part of the purchase price or market value of any of the shares of Common Stock of Verint held by the Neuberger Berman Participants is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such shares of Common Stock of Verint. The shares of Common Stock held by Mr. Solomon were purchased through a margin account in the ordinary course of business.

Except as set forth in this subsection, no Neuberger Berman Participant, and no associate of any Neuberger Berman Participant, owns beneficially, directly or indirectly, or of record but not beneficially, any securities of Verint, or any parent or subsidiary of Verint. Except as set forth on Annex A, no Neuberger Berman Participant has purchased or sold any securities of Verint within the last two years.
The Neuberger Berman Participants may be considered to have a material interest in Proposal 1 by virtue of having nominated the Neuberger Berman Nominees to the Board of Verint.
Other Interests of the Neuberger Berman Participants and Neuberger Berman Nominees
Set forth in this section of this Proxy Statement and the section of this Proxy Statement titled “Proposal 1 – Election of Directors” which is incorporated herein by reference, are (if applicable) the (a) names and the business addresses of each of the Neuberger Berman Participants and Neuberger Berman Nominees, (b) the present principal occupation or employment of each of the Neuberger Berman Participants and the Neuberger Berman Nominees and (c) the name, principal business and address of any corporation or other organization in which such employment is carried on.


3 These shares may also be deemed to be beneficially owned by each of NBIA Holdings, NB Group and NBSH.
4 The owner of record of 100 shares reflected in the preceding column is NBIA.



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Except as set forth in this subsection or elsewhere in this Proxy Statement, no Neuberger Berman Participant has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon at the Annual Meeting, other than the Neuberger Berman Participants’ interest in seeing the Neuberger Berman Nominees elected to the Board.
Except as set forth in this subsection or elsewhere in this Proxy Statement, no Neuberger Berman Participant is, or has been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of Verint, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profit, or the giving or withholding of proxies.

Except as set forth in this subsection or elsewhere in this Proxy Statement, no Neuberger Berman Participant and no associate of any Neuberger Berman Participant has any arrangements or understandings with any person or persons with respect to any future employment by Verint or its affiliates or with respect to any future transactions to which Verint or any of its affiliates will or may be a party.
No Neuberger Berman Participant and no related person of any Neuberger Berman Participant has had or will have a direct or indirect material interest in any transaction since the beginning of Verint’s last fiscal year or any currently proposed transactions in which Verint was or is to be a participant and the amount involved exceeds $120,000.
Except as set forth in this subsection or elsewhere in this Proxy Statement and to the knowledge of the Neuberger Berman Participants, no person, other than as previously disclosed in regards to the Neuberger Berman Participants, is a party to any arrangement or understanding pursuant to which the Neuberger Berman Nominees are nominated for election as a director of Verint or has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2019 Annual Meeting.
During the past 10 years, no Neuberger Berman Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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ADDITIONAL PROXY INFORMATION
The enclosed GOLD proxy card may be executed only by the holders of record of Common Stock on the Record Date. If you were a stockholder of record on the Record Date, you will retain your voting rights at the 2019 Annual Meeting even if you sell your Common Stock after the Record Date. Accordingly, it is important that you vote the Common Stock held by you on the Record Date, or grant a proxy to vote your Common Stock on the GOLD proxy card, even if you sell your Common Stock after the Record Date. The Common Stock represented by each GOLD proxy card that is properly executed and returned to the Neuberger Berman Participants will be voted at the 2019 Annual Meeting in accordance with the instructions marked thereon. If you have signed the GOLD proxy card and no marking is made, you will be deemed to have given a direction with respect to all of the Common Stock represented by the GOLD proxy card to vote (i) “FOR” the election of all of the Neuberger Berman Nominees and for the candidates who have been nominated by Verint other than  Mr. Howard Safir, Mr. John Egan, and Mr. Richard Nottenburg, (ii) “FOR” Proposal 2, (iii) “AGAINST” Proposal 3 and (iv) “AGAINST” Proposal 4.

If you hold your Common Stock in the name of one or more brokerage firms, banks or nominees, only they can vote your Common Stock and only upon receipt of your specific instructions. Accordingly, you should contact the person responsible for your account and give instructions to them to sign and return a GOLD proxy card representing your Common Stock. The Neuberger Berman Participants urge you to confirm in writing your instructions to the person responsible for your account and to provide a copy of those instructions to Neuberger Berman Investment Advisers LLC, c/o [●], [●], [●], [●], so that we will be aware of all instructions given and can attempt to ensure that those instructions are followed.

Revocation of Proxies
You may revoke or change your proxy instructions at any time prior to the vote at the 2019 Annual Meeting by:
submitting a properly executed, subsequently dated GOLD proxy card, prior to the Annual Meeting, that will revoke all prior proxy cards, including any white proxy cards which solicit a proxy in favor of all of the directors nominated by Verint;
instructing the Neuberger Berman Participants by telephone or via the Internet as to how you would like your shares voted (instructions are on your GOLD proxy card), before the closing of those voting facilities at 11:59 p.m. (Eastern Time) on ●, 2019;
attending the Annual Meeting and withdrawing your proxy by voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) (in order to attend the Annual Meeting you will need to present a government-issued form of identification); or
delivering written notice of revocation either to Neuberger Berman Investment Advisers LLC, c/o [●], [●], [●], [●], or the Corporate Secretary of Verint at 175 Broadhollow Road, Suite 100, Melville, NY 11747 or any other address provided by Verint.


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We urge you to sign, date and return your GOLD proxy card today
 
 

Although a revocation is effective if delivered to Verint, the Neuberger Berman Participants request that either the original or a copy of any revocation be mailed to Neuberger Berman Investment Advisers LLC, c/o [●], [●], [●], [●],  so that the Neuberger Berman Participants will be aware of all revocations and can more accurately determine if and when the requisite proxies for the election of the Neuberger Berman Nominees as directors have been received. The Neuberger Berman Participants or the Solicitation Agent (as hereinafter defined) may contact stockholders who have revoked their proxies.
IF YOU PREVIOUSLY SIGNED AND RETURNED A WHITE PROXY CARD TO THE COMPANY, THE NEUBERGER BERMAN PARTICIPANTS URGE YOU TO REVOKE IT BY (1) SIGNING, DATING AND RETURNING THE GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, (2) INSTRUCTING US BY TELEPHONE OR VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED, (3)ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON OR (4) DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE NEUBERGER BERMAN PARTICIPANTS OR TO THE SECRETARY OF THE COMPANY.

Additional Voting Procedures
Delaware law expressly provides for the authorization of proxies by electronic means. Accordingly, you may submit your proxy by telephone or the Internet. To submit a proxy with voting instructions by telephone please call the telephone number listed on the GOLD proxy card. Proxies may also be submitted over the Internet. Please refer to the GOLD proxy card or Availability Notice for the website information. In each case stockholders will be required to provide the unique control number which has been printed on each stockholder’s GOLD proxy card. In addition to the instructions that appear on the GOLD proxy card, step-by-step instructions will be provided by a recorded telephone message for those stockholders submitting proxies by telephone, or at the designated website for those stockholders submitting proxies over the Internet. Stockholders submitting their proxies with voting instructions by telephone or over the Internet will receive confirmation on the telephone that their vote by telephone was successfully submitted, and may provide an email address for confirmation that their vote by Internet was successfully submitted.
YOUR VOTE IS EXTREMELY IMPORTANT. WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY OR INSTRUCT US BY TELEPHONE OR VIA THE INTERNET TO VOTE FOR THE ELECTION OF THE NEUBERGER BERMAN NOMINEES SET FORTH IN THIS PROXY STATEMENT.

Cost and Method of Solicitation
Proxies may be solicited by mail, facsimile, telephone, telegraph, electronic mail, in person and by advertisements. Solicitations may also be made by the Neuberger Berman Nominees, the Neuberger Berman Participants and certain of the respective officers, partners and employees of the Neuberger Berman Participants, none of whom will, except as described elsewhere in this Proxy Statement, receive additional compensation for such solicitation.



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The Neuberger Berman Participants have engaged [●] (the “Solicitation Agent”) in connection with solicitations relating to the Annual Meeting. The Solicitation Agent will receive fees to be mutually agreed upon by the Neuberger Berman Participants and the Solicitation Agent based on customary fees for such services as they are provided, and reimbursement of costs and expenses for its services in connection with the solicitation. Approximately [●] people may be employed by the Solicitation Agent to solicit proxies from Verint’s stockholders for the Annual Meeting. The Neuberger Berman Participants have agreed to indemnify the Solicitation Agent against certain liabilities and expenses in connection with the solicitation. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of all Common Stock held as of the Record Date. The Neuberger Berman Participants will reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection therewith. Further, the Neuberger Berman Participants may request additional services from the Solicitation Agent in relation to this proxy solicitation. If such additional services are requested, then the Neuberger Berman Participants and the Solicitation Agent will enter into a separate agreement setting out such services and the costs therefor.

The entire expense of soliciting proxies for the Annual Meeting by the Neuberger Berman Participants is being borne by the Neuberger Berman Participants. If successful, or in the event of settlement with Verint, the Neuberger Berman Participants may seek reimbursement of such costs from Verint. In the event that we decide to seek reimbursement of our expenses, the Neuberger Berman Participants do not intend to submit the matter to a vote of Verint’s stockholders. The Board, in the event we are successful or enter into a settlement with Verint, which may include one or more of the Neuberger Berman Nominees, would be required to evaluate the requested reimbursement consistent with their fiduciary duties to Verint and its stockholders. Although no precise estimate can be made at this time, the Neuberger Berman Participants currently estimate that the total expenses the Neuberger Berman Participants will incur in furtherance of, or in connection with, the solicitation of proxies for the 2019 Annual Meeting will be $[●]. The total amount spent by the Neuberger Berman Participants thus far has been $[●]. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with any such solicitation.
OTHER PROPOSALS
Except for those proposals set forth under the heading “Other Matters To Be Considered At The Annual Meeting” in this Proxy Statement, we are not aware of any other matters to be considered at the Annual Meeting. If, however, the Neuberger Berman Participants learn of any other proposals made at a reasonable time before the Annual Meeting, the Neuberger Berman Participants will either supplement this Proxy Statement or provide stockholders with an opportunity to vote by proxy directly on such matters or will not exercise discretionary authority with respect thereto. If other proposals are made thereafter, the persons named as proxies on the GOLD proxy card solicited by the Neuberger Berman Participants will vote such proxies in their discretion with respect to such matters.


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements. All statements contained in this Proxy Statement that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “potential,” “opportunity,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this Proxy Statement that are not historical facts are based on current expectations, speak only as of the date of this Proxy Statement and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Neuberger Berman Participants. Although the Neuberger Berman Participants believe that the assumptions underlying the projected results or forward-looking statements are reasonable as of the date of this Proxy Statement, any of the assumptions could be inaccurate and therefore, there can be no assurance that the projected results or forward-looking statements included in this Proxy Statement will prove to be accurate. In light of the significant uncertainties inherent in the projected results and forward-looking statements included in this Proxy Statement, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and strategic initiatives expressed or implied by such projected results and forward-looking statements will be achieved. Except to the extent required by applicable law, the Neuberger Berman Participants will not undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward looking statements in this Proxy Statement to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events.

SPECIAL INSTRUCTIONS
Please review this Proxy Statement and the enclosed materials carefully.

YOUR VOTE IS VERY IMPORTANT, no matter how many or how few shares of Common Stock you own.

1.
If your shares of Common Stock are registered in your own name, please sign, date and mail the enclosed GOLD proxy card today to Neuberger Berman Investment Advisers LLC, c/o [●], [●], [●], [●], in the postage-paid envelope provided or instruct us by telephone or via the Internet today as to how you would like your Common Stock voted (instructions are on your GOLD proxy card).

If your shares of Common Stock are held in the name of a brokerage firm, bank nominee or other institution, only it can sign a GOLD proxy card with respect to your Common Stock and only after receiving your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute and return on your behalf the GOLD proxy card as soon as possible.


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2.
After signing and returning the enclosed GOLD proxy card, we urge you NOT to return Verint’s white proxy card because only your latest dated proxy card will be counted.

3.
If you have previously signed and returned a white proxy card to Verint, you have every right to change your vote. Only your latest dated proxy card will count. You may revoke any proxy card already sent to Verint by signing, dating and returning the enclosed GOLD proxy card in the postage-paid envelope provided. Proxies may also be revoked at any time prior to exercise by: (i) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) (in order to attend the Annual Meeting you will need to present a government-issued form of identification), (ii) instructing us by telephone or via the Internet as to how you would like your Common Stock voted (instructions are on your GOLD proxy card), (iii) submitting a properly executed, subsequently dated GOLD proxy card, or (iv) delivering a written notice of revocation. The written notice of revocation may be delivered either to Neuberger Berman Investment Advisers LLC, c/o [●], [●], [●], [●], or to the Corporate Secretary of Verint at 175 Broadhollow Road, Suite 100, Melville, NY 11747 , or any other address provided by Verint.

If you have any questions concerning this Proxy Statement, would like to request additional copies of this Proxy Statement or need help voting your Common Stock, please contact our proxy solicitor:

[●]
[●]
[●]
[●]
Call Toll-Free: [●]
Email: [●]



ANNEX A
The following table sets forth all transactions effected during the last two years by the Neuberger Berman Participants with respect to securities of Verint. All transactions were effected on the open market. Except as otherwise indicated, all transactions are with respect to shares of Common Stock.

Neuberger Berman Investment Advisers LLC

Date
Buy/Sell
Unit Quantity
Average Price
4/28/2017
Buy
3774
39.296
4/28/2017
Sell
520
39.029
5/3/2017
Buy
135
39.3
5/5/2017
Buy
945
39.27
5/5/2017
Sell
106
39.253
5/8/2017
Buy
415
39.1
5/9/2017
Buy
220
39.45
5/12/2017
Buy
104
39.7
5/12/2017
Sell
52
39.718
5/16/2017
Sell
543
40.715
5/19/2017
Sell
10
41.15
5/22/2017
Sell
7
40.184
5/23/2017
Buy
105
40.65
5/24/2017
Sell
33
41.112
5/26/2017
Buy
112
41.5
5/26/2017
Sell
653
41.456
5/30/2017
Sell
30
41.15
5/31/2017
Buy
225
41.1
6/2/2017
Buy
57
42.3
6/2/2017
Sell
35
42.275
6/5/2017
Sell
700
42.4
6/8/2017
Sell
35
43.45
6/9/2017
Buy
162
41.486
6/9/2017
Sell
124
42.825
6/12/2017
Sell
13125
41.5
6/13/2017
Sell
86
41.75
6/14/2017
Sell
114
41.374
6/16/2017
Buy
289
40.5
6/22/2017
Buy
6400
40.8
6/22/2017
Sell
300
40.8
6/23/2017
Buy
6631
40.505
6/23/2017
Sell
205
40.5
6/26/2017
Sell
30
40.65
6/30/2017
Buy
656
40.85
6/30/2017
Sell
278
40.75
7/5/2017
Sell
164
40.85
7/6/2017
Sell
10
39.8
7/7/2017
Buy
2000
40.15
7/7/2017
Sell
1354
40.055
7/10/2017
Sell
5
40.3
7/11/2017
Buy
13644
40.255
7/11/2017
Sell
1069
40.001
7/12/2017
Buy
97
41.4
7/12/2017
Sell
1269
41.1
7/13/2017
Sell
729
40.695
7/14/2017
Sell
3
40.617
7/17/2017
Buy
78370
39.55
7/17/2017
Sell
6
39.818
7/18/2017
Sell
18
39.333
7/19/2017
Buy
158
39.05
7/19/2017
Sell
33
38.975
7/20/2017
Sell
22
38.7
7/21/2017
Buy
167
39.15
7/24/2017
Buy
5973
39.1
7/24/2017
Sell
95
39.1
7/25/2017
Buy
26
39.619
7/25/2017
Sell
80
39.35
7/26/2017
Sell
1498
39.757
7/27/2017
Buy
24
39.578
7/28/2017
Sell
1408
39.699
7/31/2017
Sell
92
39.5
8/1/2017
Buy
150
39.6
8/1/2017
Sell
179
39.234
8/2/2017
Buy
2900
37.75
8/2/2017
Sell
248
37.809
8/3/2017
Sell
51
37.45
8/7/2017
Buy
273
38.23
8/7/2017
Sell
27
38.2
8/8/2017
Buy
125
38.3
8/8/2017
Sell
16
38.25
8/9/2017
Buy
71
38.4
8/10/2017
Buy
96
38.2
8/10/2017
Sell
20
38.425
8/11/2017
Buy
330
38
8/14/2017
Sell
106
38.662
8/15/2017
Sell
573
38.466
8/16/2017
Sell
50
38.85
8/17/2017
Sell
265
38.4
8/18/2017
Buy
491
38.368
8/18/2017
Sell
30
40.475
8/21/2017
Sell
80
38.15
8/22/2017
Buy
50
38.4
8/22/2017
Sell
941
38.385
8/24/2017
Sell
29
38.1
8/25/2017
Buy
165
38.51
8/25/2017
Sell
37
38.55
8/28/2017
Buy
50
38.631
8/28/2017
Sell
15
38.7
8/29/2017
Buy
26
39.05
8/29/2017
Sell
46
38.955
8/30/2017
Sell
68
39.05
8/31/2017
Sell
123
39.625
9/1/2017
Buy
9
39.8
9/1/2017
Sell
100
39.799
9/5/2017
Sell
71
39.451
9/6/2017
Sell
1319
39.443
9/8/2017
Sell
9
39.928
9/11/2017
Sell
116
40.651
9/12/2017
Buy
70
40.75
9/13/2017
Buy
20
41.395
9/13/2017
Sell
568
41.12
9/14/2017
Sell
342
40.32
9/18/2017
Sell
89
40.85
9/19/2017
Buy
63
40.989
9/19/2017
Sell
8
40.968
9/20/2017
Buy
3
40.45
9/21/2017
Buy
772
40.3
9/21/2017
Sell
268
40.303
9/25/2017
Buy
184
40.7
9/25/2017
Sell
260
40.8
9/26/2017
Buy
8
40.85
9/27/2017
Buy
75
42.082
9/28/2017
Sell
225
42.25
9/29/2017
Buy
352
41.819
9/29/2017
Sell
235
42.085
10/2/2017
Buy
116
42.345
10/3/2017
Buy
347
42.966
10/3/2017
Sell
15
42.717
10/4/2017
Buy
28
43.25
10/4/2017
Sell
2735
43.3
10/5/2017
Sell
397
43.112
10/6/2017
Buy
225
43.25
10/6/2017
Sell
1450
43
10/9/2017
Buy
80
42.75
10/10/2017
Sell
2
42.72
10/11/2017
Buy
148
42.79
10/11/2017
Sell
6
42.737
10/12/2017
Buy
258
42.6
10/12/2017
Sell
41
42.63
10/17/2017
Buy
3
42.55
10/17/2017
Sell
24
42.608
10/18/2017
Sell
173
42.55
10/19/2017
Buy
668
42.409
10/19/2017
Sell
55
42.4
10/20/2017
Buy
321
43.165
10/23/2017
Sell
40
42.95
10/24/2017
Buy
2506
42.651
10/24/2017
Sell
70
42.6
10/25/2017
Buy
55
42.65
10/26/2017
Buy
1611
42.811
10/27/2017
Buy
334
43.16
10/27/2017
Sell
361
43.058
10/30/2017
Buy
24
41.89
10/30/2017
Sell
45
41.95
11/1/2017
Sell
89
41.706
11/2/2017
Buy
1449
41.34
11/2/2017
Sell
738
41.005
11/3/2017
Buy
30
42.225
11/6/2017
Buy
421
42.088
11/6/2017
Sell
145
42.1
11/7/2017
Buy
610
41.144
11/7/2017
Sell
110
41.125
11/8/2017
Sell
285
41.924
11/9/2017
Buy
90
41.432
11/9/2017
Sell
44
41.434
11/10/2017
Buy
770
41.728
11/10/2017
Sell
1101
41.749
11/13/2017
Sell
50
41.553
11/14/2017
Buy
74
41.292
11/14/2017
Sell
190
41.55
11/15/2017
Sell
381
41.3
11/16/2017
Buy
93
41.978
11/20/2017
Buy
964
42.153
11/20/2017
Sell
10
42.15
11/21/2017
Buy
15
42.55
11/21/2017
Sell
574
42.542
11/22/2017
Buy
4125
42.698
11/22/2017
Sell
569
42.515
11/24/2017
Buy
595
42.939
11/24/2017
Sell
785
43
11/27/2017
Sell
13
43.2
11/28/2017
Buy
678
44.061
11/28/2017
Sell
107
44.107
11/29/2017
Buy
86
43.626
11/29/2017
Sell
901
43.584
11/30/2017
Buy
123
43.61
11/30/2017
Sell
541
43.53
12/1/2017
Buy
100
43.628
12/1/2017
Sell
14
43.604
12/4/2017
Buy
90
43.213
12/4/2017
Sell
636
43.187
12/5/2017
Buy
72
43.472
12/5/2017
Sell
87
42.959
12/6/2017
Sell
47
42.51
12/7/2017
Buy
92913
40.07
12/7/2017
Sell
22
39.856
12/8/2017
Buy
1655
39.573
12/8/2017
Sell
27
39.572
12/11/2017
Buy
263
39.987
12/11/2017
Sell
15
40.05
12/12/2017
Buy
1333
40.901
12/13/2017
Buy
49
41.332
12/13/2017
Sell
661
41.307
12/14/2017
Buy
468
41.689
12/14/2017
Sell
368
41.477
12/15/2017
Buy
570
41.85
12/19/2017
Buy
130
41.34
12/19/2017
Sell
4860
41.4
12/20/2017
Buy
2500
41.45
12/20/2017
Sell
1548
41.45
12/21/2017
Buy
64
41.47
12/21/2017
Sell
5900
41.6
12/22/2017
Buy
6990
41.798
12/22/2017
Sell
2978
41.761
12/26/2017
Buy
887
41.791
12/26/2017
Sell
113
41.782
12/27/2017
Buy
9
41.864
12/27/2017
Sell
866
41.722
12/28/2017
Sell
1
41.85
12/29/2017
Buy
45
41.84
12/29/2017
Sell
617
41.817
1/2/2018
Sell
32
41.748
1/3/2018
Buy
543
42.405
1/3/2018
Sell
193
41.845
1/4/2018
Buy
4
42.575
1/4/2018
Sell
833
42.592
1/5/2018
Buy
110
41.95
1/5/2018
Sell
51
42.2
1/8/2018
Sell
19
42.341
1/9/2018
Buy
62
42.382
1/10/2018
Buy
437
42.295
1/10/2018
Sell
3734
42.096
1/11/2018
Buy
70
42.6
1/11/2018
Sell
13000
42.9
1/12/2018
Buy
780
43.05
1/12/2018
Sell
17900
43.05
1/16/2018
Buy
1406
43.574
1/16/2018
Sell
76
43
1/17/2018
Buy
130
43.35
1/17/2018
Sell
191
43.351
1/18/2018
Buy
380
43.039
1/18/2018
Sell
32
42.975
1/19/2018
Buy
31
43.4
1/19/2018
Sell
121
43.2
1/22/2018
Buy
5137
42.846
1/22/2018
Sell
5
42.85
1/23/2018
Buy
375
42.745
1/23/2018
Sell
759
42.996
1/24/2018
Buy
390
42.703
1/25/2018
Buy
253
42.598
1/25/2018
Sell
46
42.353
1/26/2018
Buy
62
42.7
1/26/2018
Sell
33
42.675
1/29/2018
Sell
15
42.25
1/30/2018
Buy
969
41.607
1/30/2018
Sell
16
41.55
1/31/2018
Buy
169
41.962
1/31/2018
Sell
16
42.3
2/1/2018
Buy
706
41.24
2/1/2018
Sell
85
41.2
2/2/2018
Buy
357
40.126
2/2/2018
Sell
6
40.65
2/5/2018
Buy
223
39.824
2/5/2018
Sell
486
39.245
2/6/2018
Buy
890
38.976
2/6/2018
Sell
5
39
2/7/2018
Buy
160
39.096
2/7/2018
Sell
55
38.95
2/8/2018
Buy
137
38.19
2/8/2018
Sell
370
38.431
2/9/2018
Buy
149
37.407
2/9/2018
Sell
762
38.07
2/12/2018
Buy
212
38.191
2/12/2018
Sell
14441
38.35
2/13/2018
Buy
275
38.303
2/13/2018
Sell
340
38.225
2/14/2018
Sell
3
38.6
2/15/2018
Buy
122
39.214
2/15/2018
Sell
106
39.109
2/16/2018
Buy
694
39.661
2/20/2018
Buy
127
39.3
2/20/2018
Sell
347
39.165
2/21/2018
Buy
367
39.041
2/21/2018
Sell
307
39.077
2/22/2018
Buy
88
39.381
2/22/2018
Sell
246
39.18
2/23/2018
Buy
463
39.466
2/23/2018
Sell
36
39.749
2/26/2018
Buy
242
40.09
2/26/2018
Sell
79
40.024
2/27/2018
Buy
156
40.2
2/28/2018
Buy
14
39.35
3/1/2018
Sell
9
38.8
3/2/2018
Buy
12
38.69
3/2/2018
Sell
5
38.746
3/5/2018
Buy
20
39.1
3/5/2018
Sell
6
39.113
3/6/2018
Buy
217
39.282
3/6/2018
Sell
50
39.3
3/7/2018
Buy
35
40.4
3/7/2018
Sell
85
40.4
3/8/2018
Buy
21225
40.95
3/8/2018
Sell
60
40.95
3/9/2018
Buy
141
41.126
3/12/2018
Sell
55
40.875
3/13/2018
Buy
250
40.545
3/13/2018
Sell
3
40.957
3/14/2018
Buy
35
39.65
3/14/2018
Sell
5
39.8
3/15/2018
Sell
56
39.581
3/16/2018
Buy
316
39.585
3/16/2018
Sell
47
39.35
3/19/2018
Sell
236
38.75
3/20/2018
Buy
81
38.761
3/20/2018
Sell
3195
38.826
3/22/2018
Sell
25
38.6
3/23/2018
Buy
106
38.477
3/23/2018
Sell
52
38.125
3/26/2018
Buy
893
38.066
3/26/2018
Sell
161
38.28
3/27/2018
Sell
956
37.653
3/28/2018
Sell
1591
37.401
3/29/2018
Buy
95
42.512
3/29/2018
Sell
517
42.6
4/2/2018
Buy
430
39.55
4/2/2018
Sell
206
39.772
4/3/2018
Sell
33
40.486
4/4/2018
Buy
64
40.341
4/4/2018
Sell
77
40.426
4/5/2018
Sell
16
40.536
4/6/2018
Buy
35
39.3
4/6/2018
Sell
10
39.3
4/9/2018
Buy
288
39.759
4/9/2018
Sell
113
39.788
4/10/2018
Sell
790
40.502
4/11/2018
Buy
124
41.15
4/11/2018
Sell
85
41.1
4/12/2018
Sell
43
40.85
4/13/2018
Buy
850
40.782
4/13/2018
Sell
62
40.777
4/16/2018
Sell
120
41.8
4/17/2018
Buy
39
42.25
4/17/2018
Sell
8
42.144
4/18/2018
Sell
3
42.59
4/19/2018
Sell
500
42.45
4/20/2018
Buy
46
41.85
4/23/2018
Buy
452
41.848
4/25/2018
Buy
112
41.355
4/26/2018
Sell
115
41.883
4/27/2018
Buy
313
41.65
4/27/2018
Sell
49
41.599
4/30/2018
Buy
412
41.868
4/30/2018
Sell
1050
41.854
5/1/2018
Buy
1012
42.122
5/1/2018
Sell
50
42.2
5/2/2018
Buy
263
42.22
5/2/2018
Sell
12
41.8
5/8/2018
Sell
2547
42.2
5/9/2018
Buy
140
42.156
5/9/2018
Sell
90
42.65
5/10/2018
Buy
735
42.914
5/10/2018
Sell
25
43.05
5/11/2018
Buy
367
42.558
5/11/2018
Sell
102
42.152
5/14/2018
Sell
135
41.8
5/15/2018
Buy
686
41.703
5/16/2018
Buy
45
41.85
5/16/2018
Sell
39
41.758
5/17/2018
Buy
150
41.917
5/17/2018
Sell
4
41.92
5/18/2018
Buy
42
42.08
5/18/2018
Sell
15
42.08
5/21/2018
Sell
30
42.4
5/22/2018
Sell
44
42.207
5/23/2018
Buy
119
42.2
5/23/2018
Sell
88
42.199
5/24/2018
Buy
90
43.25
5/25/2018
Buy
388
43.25
5/25/2018
Sell
350
43.721
5/29/2018
Sell
106
42.317
5/30/2018
Sell
9
42.523
5/31/2018
Sell
204
42.219
6/1/2018
Buy
97
42.78
6/1/2018
Sell
9
42.7
6/4/2018
Buy
61
42.86
6/4/2018
Sell
63
42.85
6/5/2018
Buy
90
43.678
6/5/2018
Sell
22
43.632
6/6/2018
Buy
344
44.032
6/8/2018
Buy
160
44.4
6/8/2018
Sell
2
44.34
6/11/2018
Buy
439
44.678
6/11/2018
Sell
1035
44.807
6/12/2018
Sell
46
45.25
6/13/2018
Buy
185
45.7
6/13/2018
Sell
26
45.575
6/14/2018
Buy
70
45.8
6/14/2018
Sell
78
45.65
6/15/2018
Buy
59
46.2
6/15/2018
Sell
17815
46.15
6/18/2018
Sell
20312
45.95
6/19/2018
Buy
178
45.1
6/19/2018
Sell
58
45.084
6/20/2018
Buy
196
45.75
6/20/2018
Sell
211
45.6
6/21/2018
Sell
517
45.163
6/22/2018
Buy
131
45.048
6/25/2018
Buy
133
44.041
6/26/2018
Buy
9
44.736
6/26/2018
Sell
15
44.892
6/27/2018
Buy
706
44.551
6/27/2018
Sell
225
44.35
6/28/2018
Sell
16
43.971
6/29/2018
Buy
546
44
6/29/2018
Sell
1875
44.35
7/2/2018
Sell
855
44.329
7/5/2018
Buy
219
44.947
7/5/2018
Sell
395
45.1
7/9/2018
Buy
134
46.9
7/9/2018
Sell
27
47.313
7/10/2018
Buy
601
47.099
7/10/2018
Sell
2
47.12
7/11/2018
Sell
15
46.619
7/16/2018
Buy
264
48.1
7/16/2018
Sell
9
48.03
7/17/2018
Buy
591
48.318
7/17/2018
Sell
4
48.15
7/18/2018
Buy
7
48.25
7/18/2018
Sell
249
48.259
7/19/2018
Sell
6
48.318
7/20/2018
Sell
8
48.05
7/23/2018
Buy
2342
47.789
7/23/2018
Sell
170
47.6
7/24/2018
Buy
42
46.95
7/24/2018
Sell
2
46.925
7/25/2018
Buy
331
46.933
7/25/2018
Sell
18
47.056
7/26/2018
Buy
1472
47.102
7/26/2018
Sell
22100
47
7/27/2018
Buy
149
46.128
7/27/2018
Sell
21710
45.75
7/30/2018
Sell
7334
44.949
7/31/2018
Buy
150
44.871
7/31/2018
Sell
19
44.95
8/1/2018
Sell
184
44.75
8/2/2018
Buy
145
45.9
8/2/2018
Sell
57
45.678
8/3/2018
Buy
30
46.1
8/6/2018
Buy
424
46.61
8/6/2018
Sell
223
46.742
8/7/2018
Buy
11
46.581
8/7/2018
Sell
56
46.55
8/8/2018
Buy
1251
46.777
8/8/2018
Sell
76
46.767
8/9/2018
Buy
145
46.9
8/10/2018
Buy
668
46.796
8/13/2018
Buy
292
46.951
8/14/2018
Buy
290
47.74
8/14/2018
Sell
51
47.694
8/16/2018
Buy
205
47.4
8/16/2018
Sell
251
47.45
8/17/2018
Sell
107
47.444
8/20/2018
Buy
402
47.764
8/20/2018
Sell
33
47.85
8/21/2018
Buy
65
48.3
8/21/2018
Sell
70
48.3
8/22/2018
Buy
471
48.451
8/22/2018
Sell
90
48.561
8/24/2018
Buy
49
49.121
8/24/2018
Sell
15
48.9
8/28/2018
Buy
59
48.75
8/28/2018
Sell
3
48.7
8/29/2018
Buy
606
49.535
8/29/2018
Sell
1709
49.589
8/30/2018
Buy
85
48.95
8/30/2018
Sell
243
48.707
8/31/2018
Buy
94
48.374
8/31/2018
Sell
100
48.55
9/4/2018
Buy
927
48.003
9/4/2018
Sell
40327
48.15
9/5/2018
Buy
45
46.42
9/5/2018
Sell
25802
46.98
9/6/2018
Buy
156
50.05
9/6/2018
Sell
32
50.95
9/7/2018
Buy
138
50.382
9/7/2018
Sell
97
50.725
9/10/2018
Buy
200
48.8
9/10/2018
Sell
8
49.213
9/11/2018
Buy
730
48.3
9/11/2018
Sell
3
48.3
9/13/2018
Buy
57
48.21
9/13/2018
Sell
2015
48.227
9/14/2018
Sell
3021
48.581
9/17/2018
Buy
284
46.65
9/17/2018
Sell
54
46.735
9/18/2018
Sell
484
46.946
9/19/2018
Sell
86
46.5
9/20/2018
Buy
254
47.587
9/20/2018
Sell
62
47.55
9/21/2018
Buy
35
48.4
9/21/2018
Sell
321
48.145
9/24/2018
Sell
705
49.4
9/25/2018
Buy
12
49.4
9/25/2018
Sell
383
49.355
9/26/2018
Buy
80
49.75
9/26/2018
Sell
79
49.7
9/27/2018
Buy
25
49.7
9/27/2018
Sell
34
49.742
9/28/2018
Buy
132
49.913
9/28/2018
Sell
10
50.1
10/1/2018
Sell
12
49.025
10/2/2018
Sell
1809
48.36
10/3/2018
Buy
171
49.011
10/3/2018
Sell
183
48.99
10/4/2018
Buy
84
48.624
10/4/2018
Sell
112
48.453
10/5/2018
Buy
30
47.1
10/5/2018
Sell
148
47.284
10/8/2018
Buy
94
46.293
10/9/2018
Buy
36818
46.802
10/9/2018
Sell
83
47.13
10/10/2018
Buy
67831
45.385
10/10/2018
Sell
62
45.65
10/11/2018
Buy
69344
44.845
10/11/2018
Sell
20
44.35
10/12/2018
Buy
36723
44.581
10/12/2018
Sell
5
44.08
10/15/2018
Buy
22129
44.681
10/15/2018
Sell
91
44.89
10/16/2018
Buy
20581
46.049
10/17/2018
Buy
144
46.58
10/17/2018
Sell
102
46.568
10/18/2018
Sell
146
45.886
10/19/2018
Buy
436
46.221
10/19/2018
Sell
20
45.59
10/22/2018
Buy
116
45.57
10/23/2018
Buy
160
45.218
10/24/2018
Buy
258
45.758
10/25/2018
Buy
253
45.378
10/25/2018
Sell
187
45.435
10/26/2018
Buy
8
44.43
10/26/2018
Sell
1144
44.944
10/29/2018
Buy
599
44.555
10/30/2018
Buy
26
43.93
10/30/2018
Sell
281
44.315
10/31/2018
Buy
34
45.55
10/31/2018
Sell
17
45.492
11/1/2018
Buy
97
45.913
11/1/2018
Sell
2012
45.999
11/2/2018
Buy
191
45.888
11/2/2018
Sell
419
45.953
11/5/2018
Sell
737
45.313
11/6/2018
Buy
3529
46.326
11/6/2018
Sell
5
45.994
11/7/2018
Buy
541
47.638
11/7/2018
Sell
36
47.598
11/8/2018
Sell
4
47.643
11/9/2018
Buy
5747
46.466
11/9/2018
Sell
16
46.2
11/12/2018
Buy
2651
45.299
11/12/2018
Sell
39
46.109
11/13/2018
Sell
1383
44.119
11/14/2018
Buy
2510
43.799
11/14/2018
Sell
52
43.58
11/15/2018
Buy
335
44.773
11/15/2018
Sell
57
44.928
11/16/2018
Buy
1600
44.966
11/16/2018
Sell
608
44.789
11/19/2018
Buy
1615
43.338
11/19/2018
Sell
639
43.097
11/20/2018
Buy
104
42.142
11/20/2018
Sell
187
42.348
11/21/2018
Buy
122
43.3
11/21/2018
Sell
317
43.048
11/23/2018
Sell
220
43.218
11/26/2018
Sell
1310
44.12
11/27/2018
Buy
1497
43.9
11/27/2018
Sell
686
43.759
11/28/2018
Sell
3381
45.154
11/29/2018
Sell
490
44.738
11/30/2018
Buy
4
44.99
11/30/2018
Sell
1683
45.402
12/3/2018
Buy
2099
44.948
12/4/2018
Buy
1743
43.433
12/4/2018
Sell
208
43.428
12/6/2018
Buy
271
44.861
12/6/2018
Sell
250
45.534
12/7/2018
Buy
1970
45.354
12/7/2018
Sell
215
45.423
12/10/2018
Buy
195
44.997
12/10/2018
Sell
235
44.42
12/11/2018
Sell
80
45.906
12/12/2018
Sell
114
47.368
12/13/2018
Buy
78
47.446
12/13/2018
Sell
229
46.822
12/14/2018
Buy
157
47.257
12/14/2018
Sell
50
47.2
12/17/2018
Buy
327
46.415
12/17/2018
Sell
27
46.183
12/18/2018
Buy
731
45.227
12/18/2018
Sell
1102
44.807
12/19/2018
Buy
202
46.007
12/19/2018
Sell
606
45.336
12/20/2018
Buy
372
44.804
12/20/2018
Sell
2090
44.699
12/21/2018
Buy
3190
43.162
12/21/2018
Sell
4540
42.04
12/24/2018
Buy
11
41.01
12/24/2018
Sell
4769
40.98
12/26/2018
Buy
630
40.233
12/26/2018
Sell
8220
42.166
12/27/2018
Buy
391
41.345
12/27/2018
Sell
15969
41.175
12/28/2018
Sell
3254
41.983
12/31/2018
Buy
661
42.289
12/31/2018
Sell
10195
42.058
1/2/2019
Buy
3612
41.796
1/2/2019
Sell
5362
41.77
1/3/2019
Buy
425
41.031
1/3/2019
Sell
183
41.251
1/4/2019
Buy
588
42.267
1/4/2019
Sell
586
42.293
1/7/2019
Buy
1615
43.235
1/7/2019
Sell
216
42.485
1/8/2019
Buy
1512
43.108
1/8/2019
Sell
546
42.46
1/9/2019
Buy
814
43.961
1/9/2019
Sell
49
43.912
1/10/2019
Buy
4204
44.009
1/11/2019
Buy
2096
45.299
1/11/2019
Sell
175
45.423
1/14/2019
Buy
453
44.541
1/14/2019
Sell
33
44.808
1/15/2019
Buy
397
45.085
1/15/2019
Sell
821
44.894
1/16/2019
Buy
233
45.467
1/16/2019
Sell
188
45.788
1/17/2019
Sell
37
46.308
1/18/2019
Buy
275
46.665
1/18/2019
Sell
869
46.654
1/22/2019
Buy
3887
46.499
1/22/2019
Sell
66
46.549
1/23/2019
Buy
122
45.706
1/23/2019
Sell
78
45.78
1/24/2019
Buy
486
45.92
1/24/2019
Sell
57
46.112
1/25/2019
Buy
377
47.387
1/25/2019
Sell
65
47.125
1/28/2019
Buy
7449
46.933
1/28/2019
Sell
403
46.93
1/29/2019
Buy
2309
46.679
1/29/2019
Sell
135
46.738
1/30/2019
Buy
1095
47.554
1/30/2019
Sell
146
47.508
1/31/2019
Buy
1047
48.364
1/31/2019
Sell
125
48.329
2/1/2019
Buy
2770
48.858
2/1/2019
Sell
85
48.462
2/4/2019
Buy
1262
49.88
2/4/2019
Sell
218
49.917
2/5/2019
Buy
14996
50.247
2/5/2019
Sell
60
50.092
2/6/2019
Buy
1033
50.749
2/6/2019
Sell
16
50.68
2/7/2019
Buy
565
50.69
2/7/2019
Sell
1085
50.01
2/8/2019
Buy
84
50.472
2/8/2019
Sell
164
50.748
2/11/2019
Sell
394
51.219
2/12/2019
Sell
290
51.824
2/13/2019
Buy
1697
51.34
2/13/2019
Sell
471
51.145
2/14/2019
Sell
1680
52.18
2/15/2019
Buy
251
52.112
2/15/2019
Sell
285
51.734
2/19/2019
Buy
84
52.804
2/19/2019
Sell
4895
52.581
2/20/2019
Buy
125
51.7
2/20/2019
Sell
298
51.735
2/21/2019
Buy
1495
51.738
2/21/2019
Sell
553
52.23
2/22/2019
Buy
2041
53.408
2/22/2019
Sell
100
53.341
2/25/2019
Buy
16
54.05
2/25/2019
Sell
281
53.802
2/26/2019
Sell
202
53.158
2/27/2019
Buy
435
53.166
2/27/2019
Sell
831
53.206
2/28/2019
Buy
446
53.434
2/28/2019
Sell
363
53.081
3/1/2019
Buy
97
53.256
3/1/2019
Sell
138
53.689
3/4/2019
Sell
97
52.249
3/5/2019
Sell
104
52.557
3/6/2019
Buy
4
51.88
3/6/2019
Sell
44
51.855
3/7/2019
Buy
62
52.171
3/7/2019
Sell
7146
52.00
3/8/2019
Sell
519
51.898
3/11/2019
Buy
191
52.4
3/11/2019
Sell
150
52.29
3/12/2019
Sell
353
52.47
3/13/2019
Sell
222
52.539
3/14/2019
Buy
28
52.56
3/14/2019
Sell
75
52.53
3/15/2019
Buy
425
52.688
3/15/2019
Sell
733
52.818
3/18/2019
Buy
217
52.755
3/18/2019
Sell
25
52.83
3/19/2019
Buy
1370
52.718
3/19/2019
Sell
85
52.486
3/20/2019
Buy
83
52.39
3/20/2019
Sell
961
52.273
3/21/2019
Buy
23
52.63
3/21/2019
Sell
1112
52.88
3/22/2019
Buy
5
51.434
3/22/2019
Sell
770
51.81
3/25/2019
Buy
330
51.2
3/25/2019
Sell
800
51.142
3/26/2019
Buy
203
51.993
3/26/2019
Sell
240
51.543
3/27/2019
Buy
583
51.335
3/27/2019
Sell
96
51.617
3/28/2019
Buy
29
57.221
3/28/2019
Sell
9672
58.59
3/29/2019
Sell
448
60.736
4/1/2019
Buy
110
59.915
4/1/2019
Sell
98
59.964
4/2/2019
Buy
69
61.19
4/2/2019
Sell
158
61.505
4/3/2019
Sell
35
60.88
4/4/2019
Buy
22
59.16
4/4/2019
Sell
729
60.06
4/5/2019
Sell
2487
61.161
4/8/2019
Sell
46
61.28
4/9/2019
Buy
25
62.04
4/9/2019
Sell
135
61.735
4/10/2019
Sell
136
62.866
4/11/2019
Buy
125
63.09
4/11/2019
Sell
25
63.09
4/12/2019
Buy
1469
63.03
4/12/2019
Sell
142
63.41
4/16/2019
Buy
309
61.98
4/16/2019
Sell
2067
61.97
4/17/2019
Buy
80
60.21
4/17/2019
Sell
3501
60.85
4/18/2019
Buy
563
60.46
4/18/2019
Sell
4195
60.41

Benjamin Nahum
Date
Buy/Sell
Unit Quantity
Average Price
3/8/2018
Buy
21225
40.95

Transaction in 1.50% Convertible Senior Notes by Neuberger Berman Investment Advisers LLC

Date
Buy/Sell
Face Amount
Average Price
8/31/2018
Sell
$330,000
102