 |
|---|
| As Of | Filer | Doc Filing¹ | For·On·As | Docs:Size | Issuer | | Filing Agent | |
|---|
|
|---|
4/9/24 Cognyte Software Ltd. 20-F 1/31/24 128:12M
1: 20-F Annual or Annual-Transition Report by a Foreign Non-Canadian
Issuer -- HTML: 1.8M| 20-F | 1st Page of 338± | Cognyte Software Ltd. - 20-F | No Page-Breaks | | Line 924: Overview.” 5.D. TREND INFORMATION Please see “—5.A. Operating Results” and “Item 4. Information on the Company —4.B. ... ESTIMATES Please see “—5.A. Operating Results—Critical Accounting Estimates” for critical accounting estimates. ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 6.A. DIRECTORS AND SENIOR MANAGEMENT Board of Directors The following ... officers and directors as of the date of this Annual Report: Name Age Elad Sharon , Chief Executive Officer 48 Earl
Shanks 67 Avi Cohen 70 Richard Nottenburg 70 Dafna Sharir 55 Zvika Naggan* 65 Karmit Shilo* 62 Ron Shvili** 57 Sarit
Sagiv** 55 (*) Resigned from our board of directors effective May 1, 2024 (**) Expected to join our board of directors ... LTD. Mr. Sharon has served as our Chief Executive Officer and as a member of our board of directors since February
1, 2021 , the effective date of the spin-off. Previously, he served as the President of Verint’s Cyber Intelligence ... and as non-executive Chairman of the board of directors since September 6, 2023 . Mr. Shanks previously served as ... | | Line 936: ... 1, 2021 , the effective date of the spin-off. From 2000 to 2019, Ms. Shilo served in various management roles at ... Director Mr. Shvili was appointed to serve as a director of our board of directors on April 4,2024 effective as of May
1, 2024 . Currently Mr. Shvili serves as an advisor to Phoenix Holdings, a major investment, insurance and asset ... Defense, including senior positions as the Head of an R&D division in DDR&D (MAFAT) directorate of the MOD and
Head of the technology center of an elite IDF unit both at the rank of Colonel. In these roles he was responsible for ... and implementation of cutting edge technologies in various areas amongst them communications, cyber, AI and IT. Sarit Sagiv, Director Ms. Sagiv was appointed to serve as a director of our board of directors on April 4,2024 effective as of May 1, 2024 . Ms. Sagiv currently serves as a member of the Investments Committee of Phoenix Insurance and as a member of the board of directors of Nova Ltd. (Nasdaq and TASE: NVMI) and of OPC Energy Ltd. (TASE: OPCE). Ms. Sagiv had served as General Manager of the Global Business division at Amdocs (Nasdaq: DOX). Prior to this role, Ms. Sagiv served as the
Chief Financial Officer of Nice Ltd. (NASDAQ and TASE: NICE) and of Retalix Ltd. (Nasdaq and TASE: RTLX). Ms. Sagiv also held various other Chief Financial Officer and senior financial positions. Senior Management The following ... our senior management as of the date of this Annual Report. Name Age Elad Sharon , Chief Executive Officer 48 David
Abadi , Chief Financial Officer 50 Gil Cohen, Chief Product Officer 53 Amir Barel, Chief Technology Officer 59 Ilan ... Efi Nuri, Chief Revenue Officer 62 Rini Karlin, Chief People Officer 52 Sharon Chouli, Chief Customer Officer 54 David ... | | Line 969: ... are appointed by our chief executive officer. Their terms of employment are subject to the approval of the Compensation ... provided by our board of directors, the committees shall not be empowered to further delegate such powers. The
composition and duties of our Audit Committee and Compensation Committee are described below. Our board of directors ... are reported to our Audit Committee. Board Structure Under our Articles of Association , our directors are divided
into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of ... and effective as of May 1, 2024 , when each of Mr. Naggan’s and Ms. Shilo’s resignation and Mr. Svili’s and Ms. Sagiv’s
appointment will become effective, the Class I directors will consist of Mr. Nottenburg, Mr. Shvili and Ms. Sagiv; •Class II directors: Mr. Cohen and Ms. Sharir; and •Class III directors: Mr. Shanks and Mr. Sharon. Any amendment to ... of at least 65% of the total voting power of our shareholders. Nomination, Election and Removal of Directors Each
of the directors shall be elected by a vote of the holders of a majority of the voting power present and voting at that ... Articles of Association , the approval of the holders of at least 65% of the total voting power of our shareholders ... | | Line 980: ... to appoint external directors and related Companies Law rules concerning the composition of the audit committee and ... board of directors established a Strategy Committee. Audit Committee Companies Law Requirements Under the Companies
Law, the board of directors of a public company must appoint an audit committee. The audit committee must be comprised ... of whom is financially literate and one of whom has accounting or related financial management expertise. 69 COGNYTE
SOFTWARE LTD. Our Audit Committee consists of Ms. Sharir, Mr. Cohen and Mr. Naggan. Effective as of May 1, 2024 , following Mr. Naggan’s resignation from our board of directors and the effectiveness of Ms. Sagiv’s appointment, our Audit Committee will consist of Ms. Sharir, Mr. Cohen and Ms. Sagiv. Ms. Sharir serves as the chairperson of the Audit Committee. All members of our Audit Committee meet the ... financial experience as defined by the Nasdaq corporate governance rules. Our board of directors has determined
that each member of our Audit Committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange ... the ratification of our board of directors, and in the case of retention, to that of our shareholders; •pre-approving ... | | Line 1,008: ... compensation policy also provides for compensation to the members of our board of directors either (i) in accordance ... leadership roles, and an annual cash supplement for international directors (who reside outside of Israel). Nominating
and Governance Committee Companies Law Requirements The Companies Law does not require that our board of directors ... rules, we are required to maintain a nominating committee consisting of at least two independent directors. Our
Nominating and Governance Committee consists of Mr. Shanks and Ms. Shilo. Effective as of May 1, 2024 , following Ms. Shilo’s resignation from our board of directors and the effectiveness of Mr. Shvili’s and Ms. Sagiv’s appointment, our Nominating and Governance Committee will consist of Mr. Shanks, Mr. Shvili and Ms. Sagiv. Mr. Shanks serves as chairman of the Nominating and Governance Committee. Our board of directors has determined that ... and governance committee charter that sets forth the responsibilities of the Nominating and Governance Committee,
which include, among other things: •evaluating and making recommendations to our board of directors concerning the ... a description of any specific and minimum qualifications that the Nominating and Governance Committee believes must be ... | | Line 1,049: ... to be outstanding and to be beneficially owned by the person holding restricted shares units for the purposes of ... Unless otherwise noted below, each shareholder’s address is 33 Maskit, Herzliya Pituach, 4673333, Israel. 1 Shares
Beneficially Owned Name of beneficial owner Number % Directors and executive officers Elad Sharon 389,460 0.55% Earl Shanks 207,621 0.29% Richard Nottenburg 33,659 * Dafna
Sharir 63,692 * Zvika Naggan 59,890 * Karmit Shilo 68,883 * Avi Cohen 22,057 * Sarit Sagiv ** — * Ron Shvili ** — * David
Abadi 275,851 0.39% Amir Barel 72,707 0.10% Gil Cohen 67,120 * Ilan Rotem 39,140 * Sharon Chouli 161,285 0.23% Efi Nuri 73,474 0.10% Rini ... | | Line 1,149: ... statements for the year ended January 31, 2024 included in this annual report on Form 20-F, and as part of its audit, ... financial statements included elsewhere in this annual report and is incorporated herein by reference . Changes
in Internal Control over Financial Reporting There were no changes in our internal controls over financial reporting ... Zvika Naggan each satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act. In addition,
our board of directors determined that Sarit Sagiv, who is expected to join to the audit committee of the board of directors effective as of May 1, 2024 , also ... our principal executive, principal financial and principal accounting officers. Our Code of Conduct addresses,
among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, ... officers to the extent required under the rules of the SEC or Nasdaq. Our Code of Conduct is available on our website ... | | Line 1,190: Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 13.2 Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 15.1 Consent
of Brightman Almagor Zohar & Co. * 15.2 C onsent of R o n
Shvili * 15.3 C onsent of Sarit Sagiv * 9 7 .1 Policy
relating t o recovery of erroneously awarded compensation, as required by applicable listing standards . * 101.INS Inline ... |
7: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession -- HTML: 72K
8: EX-8.1 Opinion of Counsel re: Tax Matters -- HTML: 38K
11: EX-13.1 Annual or Quarterly Report to Security Holders -- HTML: 39K
12: EX-13.2 Annual or Quarterly Report to Security Holders -- HTML: 38K
16: EX-97.1 Clawback Policy re: Recovery of Erroneously Awarded
Compensation -- HTML: 62K
9: EX-12.1 Statement re: the Computation of Ratios -- HTML: 40K
10: EX-12.2 Statement re: the Computation of Ratios -- HTML: 40K
13: EX-15.1 Letter re: Unaudited Interim Financial Info -- HTML: 36K
14: EX-15.2 Letter re: Unaudited Interim Financial Info -- HTML: 37K
15: EX-15.3 Letter re: Unaudited Interim Financial Info -- HTML: 37K| EX-15.3 | 1st Page of 1 | Cognyte Software Ltd. - 20-F | No Page-Breaks | | Line 240: Document
Exhibit 15.3 CONSENT TO BE NAMED AS DIRECTOR In connection with the Annual Report on Form 20-F (including any and all ... the U.S. Securities and Exchange Commission as a person to become a director of the Company , with such appointment
to become effective as of May 1, 2024 . IN WITNESS WHEREOF, the undersigned has executed this Consent as of the 9th day of April, 2024. /s/ Sarit Sagiv Name: Sarit Sagiv
|
17: R1 Cover Page -- HTML: 103K
18: R2 Audit Information -- HTML: 41K
19: R3 Consolidated Balance Sheets -- HTML: 202K
20: R4 Consolidated Balance Sheets (Parenthetical) -- HTML: 55K
21: R5 Consolidated Statements of Operations -- HTML: 183K
22: R6 Consolidated Statements of Comprehensive Loss -- HTML: 86K
23: R7 Consolidated Statements of Equity -- HTML: 105K
24: R8 Consolidated Statements of Cash Flows -- HTML: 163K
25: R9 Organization, Operations and Basis of Presentation -- HTML: 45K
26: R10 Summary of Significant Accounting Policies -- HTML: 111K
27: R11 Related Party Transactions -- HTML: 46K
28: R12 Revenue Recognition -- HTML: 105K
29: R13 Short Term Loan -- HTML: 43K
30: R14 Contingent Consideration Associated With Business Combinations --
HTML: 41K
31: R15 Divestiture -- HTML: 57K
32: R16 Intangible Assets and Goodwill -- HTML: 78K
33: R17 Supplemental Consolidated Financial Statement Information --
HTML: 129K
34: R18 Accumulated Other Comprehensive Loss -- HTML: 85K
35: R19 Research and Development, Net -- HTML: 56K
36: R20 Income Taxes -- HTML: 158K
37: R21 Fair Value Measurements -- HTML: 79K
38: R22 Derivative Financial Instruments -- HTML: 76K
39: R23 Stock-Based Compensation and Other Benefit Plans -- HTML: 96K
40: R24 Leases -- HTML: 124K
41: R25 Commitments and Contingencies -- HTML: 63K
42: R26 Geographic and Significant Customer Information -- HTML: 79K
43: R27 Earnings Per Share -- HTML: 58K
44: R28 Subsequent Events -- HTML: 38K
45: R29 Summary of Significant Accounting Policies (Policies) --
HTML: 204K
46: R30 Summary of Significant Accounting Policies (Tables) -- HTML: 52K
47: R31 Revenue Recognition (Tables) -- HTML: 69K
48: R32 Divestiture (Tables) -- HTML: 59K
49: R33 Intangible Assets and Goodwill (Tables) -- HTML: 85K
50: R34 Supplemental Consolidated Financial Statement Information
(Tables) -- HTML: 143K
51: R35 Accumulated Other Comprehensive Loss (Tables) -- HTML: 85K
52: R36 Research and Development, Net (Tables) -- HTML: 53K
53: R37 Income Taxes (Tables) -- HTML: 155K
54: R38 Fair Value Measurements (Tables) -- HTML: 71K
55: R39 Derivative Financial Instruments (Tables) -- HTML: 75K
56: R40 Stock-Based Compensation and Other Benefit Plans (Tables) --
HTML: 92K
57: R41 Leases (Tables) -- HTML: 82K
58: R42 Geographic and Significant Customer Information (Tables) --
HTML: 76K
59: R43 Earnings Per Share (Tables) -- HTML: 56K
60: R44 Organization, Operations and Basis of Presentation (Details) --
HTML: 41K
61: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments
(Details) -- HTML: 40K
62: R46 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations of
Credit Risk (Details) -- HTML: 41K
63: R47 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Allowance
for Doubtful Accounts (Details) -- HTML: 49K
64: R48 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and
Equipment, net (Details) -- HTML: 46K
65: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting
(Details) -- HTML: 40K
66: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other
Acquired Intangible Assets (Details) -- HTML: 46K
67: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivative Financial
Instruments (Details) -- HTML: 46K
68: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Software Development
Costs and Internal-Use Software (Details) -- HTML: 42K
69: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Functional Currencies
and Foreign Currency Transaction Gains and Losses (Details) --
HTML: 40K
70: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Tax indemnification
(Details) -- HTML: 38K
71: R55 RELATED PARTY TRANSACTIONS - Narrative (Details) -- HTML: 49K
72: R56 REVENUE RECOGNITION - Narrative (Details) -- HTML: 80K
73: R57 REVENUE RECOGNITION - Schedule of Disaggregation of Revenue
(Details) -- HTML: 51K
74: R58 REVENUE RECOGNITION - Schedule of Contract Balances (Details) --
HTML: 48K
75: R59 REVENUE RECOGNITION - Schedule of Remaining Performance Obligation
(Details) -- HTML: 49K
76: R60 Short Term Loan (Details) -- HTML: 74K
77: R61 CONTINGENT CONSIDERATION ASSOCIATED WITH BUSINESS COMBINATIONS -
Narrative (Details) -- HTML: 45K
78: R62 DIVESTITURE - Narrative (Details) -- HTML: 52K
79: R63 DIVESTITURE - Disposal Groups, Including Discontinued Operations
(Details) -- HTML: 102K
80: R64 INTANGIBLE ASSETS AND GOODWILL - Schedule of Acquired Finite-Lived
Intangible Assets (Details) -- HTML: 55K
81: R65 INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) -- HTML: 62K
82: R66 INTANGIBLE ASSETS AND GOODWILL - Schedule of Estimated Future
Amortization Expense on Acquired Intangibles (Details) --
HTML: 41K
83: R67 INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill Activity
(Details) -- HTML: 47K
84: R68 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION -
Schedule of Inventories (Details) -- HTML: 47K
85: R69 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION -
Schedule of Property and Equipment, Net (Details) -- HTML: 55K
86: R70 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION -
Narrative (Details) -- HTML: 39K
87: R71 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION -
Schedule of Prepaid Expenses and Other Current Assets (Details) --
HTML: 51K
88: R72 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION -
Schedule of Other Assets (Details) -- HTML: 57K
89: R73 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION -
Schedule of Accrued Expenses and Other Current Liabilities
(Details) -- HTML: 59K
90: R74 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION -
Schedule of Other Liabilities (Details) -- HTML: 43K
91: R75 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION -
Schedule of Other (Expense) Income, Net (Details) -- HTML: 52K
92: R76 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION -
Schedule of Supplemental Information Regarding Consolidated Cash
Flows (Details) -- HTML: 50K
93: R77 ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Components of
Accumulated Other Comprehensive Loss (Details) -- HTML: 84K
94: R78 ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of Amounts
Reclassified Out of Accumulated Other Comprehensive Loss
(Details) -- HTML: 98K
95: R79 RESEARCH AND DEVELOPMENT, NET - Narrative (Details) -- HTML: 44K
96: R80 RESEARCH AND DEVELOPMENT, NET - Schedule of Activity for
Capitalized Software Development Costs (Details) -- HTML: 51K
97: R81 INCOME TAXES - Schedule of Components of Income (Loss) Before
Provision for Income Taxes (Details) -- HTML: 49K
98: R82 INCOME TAXES - Schedule of Provision for Income Taxes (Details) --
HTML: 67K
99: R83 INCOME TAXES - Schedule of Effective Tax Rate Reconciliation
(Details) -- HTML: 74K
100: R84 INCOME TAXES - Narrative (Details) -- HTML: 73K
101: R85 INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities
(Details) -- HTML: 87K
102: R86 INCOME TAXES - Schedule of Valuation Allowance (Details) --
HTML: 43K
103: R87 INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) --
HTML: 54K
104: R88 FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities
Measured at Fair Value (Details) -- HTML: 58K
105: R89 FAIR VALUE MEASUREMENTS - Narrative (Details) -- HTML: 47K
106: R90 DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) --
HTML: 43K
107: R91 DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Fair Values of
Derivatives (Details) -- HTML: 55K
108: R92 DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of the Effects of
Derivatives Designated as Cash Flow Hedges (Details) -- HTML: 46K
109: R93 DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivatives Not
Designated as Hedging Instruments (Details) -- HTML: 45K
110: R94 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Schedule of
Recognized Stock-based Compensation Expense (Details) -- HTML: 55K
111: R95 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Summary of
Stock-based Compensation Expense by Type of Award (Details) --
HTML: 49K
112: R96 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Summary of
Stock Awards Activity (Details) -- HTML: 61K
113: R97 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Narrative
(Details) -- HTML: 44K
114: R98 LEASES - Narrative (Details) -- HTML: 47K
115: R99 LEASES - Schedule of Components of Lease Expenses (Details) --
HTML: 51K
116: R100 LEASES - Schedule of Supplemental Cash Flow Information Related to
Leases (Details) -- HTML: 53K
117: R101 LEASES - Schedule of Maturities of Lease Liabilities (Details) --
HTML: 62K
118: R102 Commitments and Contingencies (Details) -- HTML: 87K
119: R103 GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION - Schedule of
Revenue and Long-lived Assets by Region (Details) -- HTML: 61K
120: R104 GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION - Schedule of
Long-Lived Assets by Region (Details) -- HTML: 46K
121: R105 GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION - Schedule of
Major Customers (Details) -- HTML: 46K
122: R106 EARNINGS PER SHARE - Narrative (Details) -- HTML: 39K
123: R107 EARNINGS PER SHARE - Schedule of Calculation of Basic and Diluted
Net Income per Common Share (Details) -- HTML: 106K
125: XML IDEA XML File -- Filing Summary -- XML: 235K
128: XML XBRL Instance -- cgnt-20240131_htm -- XML: 2.6M
124: EXCEL IDEA Workbook of Financial Report Info -- XLSX: 173K
3: EX-101.CAL XBRL Calculations -- cgnt-20240131_cal -- XML: 346K
4: EX-101.DEF XBRL Definitions -- cgnt-20240131_def -- XML: 769K
5: EX-101.LAB XBRL Labels -- cgnt-20240131_lab -- XML: 2M
6: EX-101.PRE XBRL Presentations -- cgnt-20240131_pre -- XML: 1.3M
2: EX-101.SCH XBRL Schema -- cgnt-20240131 -- XSD: 228K
126: JSON XBRL Instance as JSON Data -- MetaLinks -- 650± pages: 937K
127: ZIP XBRL Zipped Folder -- 0001824814-24-000020-xbrl -- Zip: 489K
| ____________ | | ¹ | Filing/Form and Document/Exhibit Types: -D | | 20-F | Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F. | | EX-2 | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. | | EX-8 | Opinion of Counsel re: Tax Matters. | | EX-13 | Annual or Quarterly Report to Security Holders. | | EX-97 | Clawback Policy re: Recovery of Erroneously Awarded Compensation. | | EX-12 | Statement re: the Computation of Ratios. | | EX-15 | Letter re: Unaudited Interim Financial Info. | | XML & R# | IDEA Financial Report Info. | | EXCEL | IDEA Workbook of Financial Report Info. | | EX-101 | XBRL Data. | | JSON | XBRL Instance as JavaScript Object Notation Data. | | ZIP | XBRL Zipped Folder. |
|
