KVH settles with activist Black Diamond, nominates Stephen Deckoff to board

KVH INDUSTRIES INC DE

Stephen Deckoff to join KVH board as independent Class III director at 2023 annual meeting; serves as observer until then.
KVH grants Black Diamond waiver to acquire up to 25% of common stock without triggering poison pill.
Black Diamond agrees to standstill and voting commitments through 2024 annual meeting; limits ownership to 25%.
Incumbent director to resign at 2023 annual meeting, keeping board at seven directors post-election.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

KVH INDUSTRIES INC DE entered into Cooperation Agreement with Black Diamond Capital Management, L.L.C. and Stephen H. Deckoff (effective 2023-02-03).

Action: entry
Counterparty: Black Diamond Capital Management, L.L.C. and Stephen H. Deckoff
Effective: 2023-02-03

Exact text from the filing

KVH Industries, Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Black Diamond Capital Management, L.L.C., which beneficially owns approximately 17.2% of the Company’s outstanding common stock and Stephen H. Deckoff (collectively with each of their respective affiliates and associates that beneficially owns, directly or indirectly, any securities of the Company, “Black Diamond”), dated as of February 3, 2023.

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Source: SEC EDGAR

accession 0001104659-23-010562

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