Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the consummation of the previously-announced spin-off (the "Spin-Off") by Verint Systems Inc. (the "Company") of its wholly-owned subsidiary, Cognyte Software Ltd. ("Cognyte"), into a separate, publicly-traded company, on January 18, 2021, Earl Shanks, a director of the Company, advised the Company of his intention to resign from the board of directors of the Company (the "Board") upon, and subject to, the consummation of the Spin-Off, as part of his transition to the Cognyte board of directors. Mr. Shanks's decision to conditionally resign from the Board was not due to a disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

Also in connection with Mr. Shanks's transition to the Cognyte board of directors, the Board has accelerated the vesting of all 4,326 of Mr. Shanks's unvested Company restricted stock unit awards which were otherwise scheduled to vest on April 8, 2021 to January 21, 2021, to enable the shares underlying such awards to participate in the Spin-Off.

Item 7.01 Regulation FD Disclosure. On January 21, 2021, the Company disclosed presentation slides that will be used in certain investor relations presentations beginning on and after that date. Copies of the presentation slides are attached as Exhibit 99.1 hereto and are incorporated by reference in their entirety into this Item 7.01.

The presentation slides attached as Exhibit 99.1 hereto are being furnished herewith and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.



  (d) Exhibits.

  Exhibit
  Number                                   Description

   99.1           Presentation Slides
    104         Cover Page Interactive Data File (embedded within XBRL document)

Cautions About Forward-Looking Statements

This report contains forward-looking statements, including statements regarding the expected spin-off. These forward-looking statements are not guarantees of future performance and they are based on management's expectations that involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, any of which could cause the Company's actual results or conditions to differ materially from those expressed in or implied by the forward-looking statements. Some of the factors that could cause actual results or conditions to differ materially from current expectations include, among others, the Company's ability to successfully complete the planned spin-off of our Cyber Intelligence Solutions business, including the possibility that the spin-off transaction may not be completed in the expected timeframe or at all, that it will not achieve the benefits anticipated, or that it may negatively impact the Company's operations or stock price, including as a result of management distraction from the Company's business. The Company assumes no obligation to revise or update any forward-looking statement, except as otherwise required by law. For a detailed discussion of these risk factors, see the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2020, its Quarterly Report on Form 10-Q for the quarter ended April 30, 2020, its Quarterly Report on Form 10-Q for the quarter ended July 31, 2020, its Quarterly Report on Form 10-Q for the quarter ended October 31, 2020 and other filings the Company makes with the SEC.

Additional Information

For additional information with respect to Cognyte and the proposed spin-off, please refer to the Registration Statement on Form 20-F filed by Cognyte. The spin-off is subject to customary conditions, described in Cognyte's Registration Statement on Form 20-F. This communication shall not constitute an offer of any securities for sale nor shall there be any offer,


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sale or distribution of securities in any jurisdiction in which such offer, sale or distribution would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.

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