UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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KVH INDUSTRIES,
INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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KVH to Further Refresh its Board of
Directors
Nominates Two New Independent Director
Candidates
Files Preliminary Proxy Statement
Urges Stockholders to Vote for KVH’s
Slate of Director Nominees at 2021 Annual Meeting
MIDDLETOWN, RI – May 3, 2021 –
KVH Industries, Inc., (Nasdaq: KVHI), a leading provider of mobile connectivity and inertial navigation solutions, announced today that
it has nominated two new highly qualified independent director candidates, Cielo Hernandez and Cathy-Ann Martine-Dolecki, for election
to the KVH Board of Directors (the “Board”) at the Company’s upcoming 2021 Annual Meeting of Stockholders (the “Annual
Meeting”).
On behalf of the Board, Martin Kits van Heyningen,
KVH’s chairman and chief executive officer, stated:
“We are confident that Ms. Hernandez
and Ms. Martine will be fantastic additions to the KVH Board. They are both high integrity executives with demonstrated records of business
achievement in relevant industries.
Notably, Ms. Hernandez is a public company
CFO with experience in the commercial maritime and satellite communications industries. Her experience in technology from her time at
DIRECTV will be invaluable to KVH as the leader in marine satellite television for more than 25 years.
Ms. Martine has extensive global leadership
experience in the telecommunications industry, including as the leader of a $25 billion business for AT&T. Her experience will help
guide KVH as we move towards blended 5G hybrid satellite solutions.
The Board and I are looking forward
to their contributions.”
Two of KVH’s current directors, Mark S.
Ain and Stanley K. Honey, are expected to conclude their service on the Board at the Annual Meeting.
“Mr. Ain and Mr. Honey have provided many
years of valuable service and we are grateful for their innumerable insights and contributions,” added Mr. Kits van Heyningen.
These nominations represent a continuation of
the Board’s refreshment efforts over recent years. With the addition of these two new directors at the Annual Meeting, four of the
Company’s six independent directors will have joined the Board recently (in 2020 and 2021), including Robert Tavares, who joined
at the recommendation of one of our largest shareholders, Vintage Capital Management, LLC. Further, four directors will have rotated off
the Board within the past four years.
KVH today filed its preliminary proxy statement
for the Annual Meeting. The Board encourages KVH stockholders to read all of the Company’s Annual Meeting materials when they are
available and to vote in favor of the Board’s candidates on the BLUE proxy card.
Cielo Hernandez Biography
Since April 19, 2021, Cielo Hernandez has served as Chief
Financial Officer of XL Fleet Corp. (NYSE: XL), a leading provider of fleet electrification solutions for commercial vehicles in
North America. Previously, Ms. Hernandez served as Senior Vice President and Chief Financial Officer of South Jersey Industries,
Inc., a publicly traded energy services company. Prior to that, she served as Vice President and Regional Chief Financial Officer of
Maersk Line, North America, a division of A.P. Moller-Maersk Group, a global container logistics company. She also served as Vice
President and Regional Chief Financial Officer, Latin America of APM Terminals, a division of A.P. Moller-Maersk that operates a
global network of ports. Previously, Ms. Hernandez held various positions in finance and administration at Amcor plc, a global
packaging solutions company, including most recently Regional Chief Financial Officer, Central America and Caribbean. Ms. Hernandez
received a Bachelor of Business Administration in Accounting from the Universidad Santiago de Cali (Colombia) and a Master of
Business Administration with specialization in International Business from the University of Miami. She is a CPA and holds a
Certification in Human Resources Talent Management from Universidad Santiago de Cali, Colombia as well as Certifications in
Executive Leadership and High-Performance Leadership from Cornell University, and Strategic Leadership and Improving the Business
from IMD University Switzerland. Ms. Hernandez is also a board member at Rowan University Foundation.
Cathy-Ann Martine-Dolecki Biography
Cathy-Ann Martine-Dolecki recently joined Tristar
Acquisition I Corp., a special purpose acquisition company, as Chief Operating Officer. In 2017, Ms. Martine retired after a 37-year career
with AT&T, where she most recently served as President of National Business Services. Previously, she served as President, Enterprise
Business Solutions of AT&T Mobile & Business Solutions, as Executive Vice President, Small Business Solutions and Alternate Channels
at AT&T, and in a variety of other leadership roles before that. From November 2020 to December 2020, Ms. Martine was a board member
at TESSCO Technologies Incorporated, a publicly traded technology distributor and manufacturer serving the wireless infrastructure and
mobile device accessories markets. She has also served as a board member at Legal Shield, a provider of consumer legal services. She currently
serves on the Americas Executive Board of the Massachusetts Institute of Technology Sloan School of Management. Ms. Martine received a
Master of Science in Management from the Massachusetts Institute of Technology, a Master of Business Administration from New York University
and a Bachelor of Arts in Economics from the College of Mount Saint Vincent.
About KVH Industries, Inc.
KVH Industries, Inc., (Nasdaq: KVHI), is a global
leader in mobile connectivity and inertial navigation systems, innovating to enable a mobile world. The market leader in maritime VSAT,
KVH designs, manufactures, and provides connectivity and content services globally. KVH is also a premier manufacturer of high-performance
sensors and integrated inertial systems for defense and commercial applications. Founded in 1982, the Company is based in Middletown,
RI, with research, development, and manufacturing operations in Middletown, RI, and Tinley Park, IL, and more than a dozen offices around
the globe.
KVH is a registered trademark of KVH Industries, Inc.
Additional Information and Where to Find It
The Company has filed a preliminary proxy statement
and a form of associated BLUE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for the Company’s 2021 Annual Meeting of Stockholders, and prior to the 2021 Annual Meeting of Stockholders,
the Company intends to file a definitive proxy statement and form of BLUE proxy card with the SEC. THE COMPANY’S STOCKHOLDERS ARE
STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING BLUE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be
able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with
the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be available free of charge at the Company’s
website at www.kvh.com.
Certain Information Regarding Participants
The Company, its directors and certain of
its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with the
matters to be considered at the Company’s 2021 Annual Meeting of Stockholders. Information about the Company’s directors
and executive officers is available in the Company’s proxy statement filed with the SEC on April 29, 2020 with respect to the
Company’s 2020 Annual Meeting of Stockholders and, with respect to directors and executive officers appointed following such
date, in certain of the Company’s other SEC filings made subsequent to the date of such proxy statement. To the extent
holdings of the Company’s securities by such directors or executive officers have changed since the amounts printed in the
proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements
of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Media contact:
Sloane & Company
Dan Zacchei / Joe Germani
dzacchei@sloanepr.com / jgermani@sloanepr.com
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