Six Candidates From Activist Investor Starboard to Stand for Election to Commvault Board

Commvault Systems, Inc. confirmed that Starboard Value LP has nominated 6 candidates to stand for election to its board of directors at the company’s 2020 annual meeting of shareholders.

Commvault learned of Starboard’s investment in the company in connection with Starboard’s Schedule 13D filing on March 30, 2020. Soon after, Commvault’s CEO and CFO spoke with Starboard representatives several times to understand their views and perspectives, as Commvault does with other shareholders.

Commvault is always open to considering shareholder suggestions on director candidates, and as part of this conversation, it offered to consider skills and candidates that Starboard thought were relevant. Starboard did not share such information until it formally nominated its director candidates. As such, theses nominations announcement is the first time that Commvault has had the opportunity to consider Starboard’s director candidates.

Commvault issued the following statement:

Commvault’s top priorities, at this time, are the health and safety of our employees, taking care of customers and operating our business. Board and management team are focused on helping Commvault successfully navigate through the current environment, and we believe that this is where our attention should be directed. Notwithstanding these important priorities, Starboard has submitted director nominations, and the Commvault board will, consistent with its fiduciary duties, consider them.

As always, the board and management team are committed to acting in the best interest of its shareholders. Commvault is in a dynamic industry, and we have made measurable progress in our turnaround efforts over the past year. We remain confident that we are well-positioned for the future.

Commvault has a qualified, engaged board composed of 11 directors, 9 of whom are independent and 5 of whom joined the board in approximately the past 2 years. These new directors include the company’s CEO who joined Commvault in February 2019, the company’s independent chairman, and 3 additional independent directors, including 2 appointed in connection with an agreement with Elliott Management.

Commvault’s shareholders are not required to take action at this time. The board’s nominations and governance committee will review Starboard’s proposed director nominees and present its recommendation regarding director candidates in the company’s proxy materials, which will be filed with the US SEC and mailed to all shareholders eligible to vote at the company’s 2020 annual meeting. The date this meeting has not yet been announced.

Centerview Partners LLC is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the company.

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April 2, 2020 | In Brief