Cognyte shareholders back board, auditors at AGM

Cognyte shareholders approved all board-backed items at the 2026 annual meeting, re-electing three Class II directors and confirming Kesselman & Kesselman as independent auditors.

Rhea-AI Filing Summary

Cognyte Software Ltd. (CGNT) reports the results of its annual general meeting of shareholders for the fiscal year ending January 31, 2027, held on September 3, 2026 in Herzliya, Israel. Shareholders representing 46,705,281 ordinary shares, or 63.24% of the 73,845,238 outstanding shares as of August 3, 2026, were present in person or by proxy, establishing a quorum under the Articles of Association.

Shareholders approved both proposals recommended by the board. Dafna Sharir, Avi Cohen and Matthew O’Neill were re-elected as Class II directors to serve until the annual meeting to be held in the fiscal year ending January 31, 2030. Shareholders also approved the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as independent auditors for the fiscal year ending January 31, 2027, and authorized the board, with possible delegation to its audit committee, to set their fees.

Key Figures

Shares outstanding: 73,845,238 ordinary shares Shares present at meeting: 46,705,281 ordinary shares Quorum percentage: 63.24% +4 more

7 metrics

Shares outstanding 73,845,238 ordinary shares Outstanding as of August 3, 2026, the record date for the annual meeting

Shares present at meeting 46,705,281 ordinary shares Shares present in person or by proxy at the September 3, 2026 annual meeting

Quorum percentage 63.24% Portion of outstanding shares represented at the annual meeting, exceeding quorum requirement

Votes for Dafna Sharir 43,959,357 votes in favor Director re-election vote at the annual meeting

Votes for Avi Cohen 43,275,530 votes in favor Director re-election vote at the annual meeting

Votes for Matthew O’Neill 43,741,669 votes in favor Director re-election vote at the annual meeting

Votes for auditors 46,593,687 votes in favor Appointment of Kesselman & Kesselman as independent auditors for FY ending January 31, 2027

Key Terms

foreign private issuer, Articles of Association, Companies Law, 5759-1999, independent auditors, +1 more

5 terms

foreign private issuer regulatory

"Report of foreign private issuer pursuant to Rule 13a-16 or 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Articles of Association regulatory

"constituting more than the minimum percentage of outstanding shares required for a quorum under the Company’s Articles of Association"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

Companies Law, 5759-1999 regulatory

"or until their respective offices are vacated in accordance with the Company’s Articles of Association or the Companies Law, 5759-1999"

independent auditors financial

"as the Company’s independent auditors for the fiscal year ending January 31, 2027"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

incorporated by reference regulatory

"The contents of this Form 6-K are hereby incorporated by reference into the Company’s Registration Statements"

FAQ

What did Cognyte Software Ltd. (CGNT) shareholders approve at the September 2026 annual meeting?

Shareholders approved both proposals: re-election of Dafna Sharir, Avi Cohen and Matthew O’Neill as Class II directors through the annual meeting in the fiscal year ending January 31, 2030, and appointment of Kesselman & Kesselman as independent auditors for the fiscal year ending January 31, 2027.

What was the quorum and shareholder participation for CGNT’s 2026 annual meeting?

A total of 46,705,281 ordinary shares were present in person or by proxy, representing 63.24% of Cognyte’s 73,845,238 outstanding ordinary shares as of August 3, 2026, satisfying the quorum requirement under the company’s Articles of Association.

How did Cognyte (CGNT) shareholders vote on the director re-elections?

Dafna Sharir received 43,959,357 votes for and 2,713,806 against; Avi Cohen received 43,275,530 for and 3,395,743 against; Matthew O’Neill received 43,741,669 for and 2,932,624 against. Each nominee also had a small number of abstentions and was re-elected as a Class II director.

What were the auditor ratification vote results for Cognyte (CGNT)?

Shareholders voted 46,593,687 in favor of appointing Kesselman & Kesselman as Cognyte’s independent auditors for the fiscal year ending January 31, 2027, with 13,836 votes against and 97,758 abstentions, and authorized the board (with possible delegation to its audit committee) to set their fees.

Until when will the re-elected Class II directors of Cognyte (CGNT) serve?

The re-elected Class II directors—Dafna Sharir, Avi Cohen and Matthew O’Neill—will serve until the close of Cognyte’s annual general meeting of shareholders to be held during the fiscal year ending January 31, 2030, and until their successors are duly elected and qualified or their offices are otherwise vacated.

How is this Cognyte (CGNT) Form 6-K used in connection with existing registration statements?

The contents are incorporated by reference into Cognyte’s Registration Statements on Form S-8 (File Nos. 333-252565, 333-278837, 333-286330 and 333-294612), allowing the disclosed information to be considered part of those registration statements.

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Available on EDGAR 09/08/2026 - 06:40 AM Accepted by SEC EDGAR 09/08/2026 - 06:40 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 6-K

_______________________

CURRENT REPORT

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-39829

_________________

COGNYTE SOFTWARE LTD.

(Translation of registrant's name into English)

_______________________

33 Maskit

Herzliya Pituach

4673333, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒            Form 40-F ☐

CONTENTS

Results of the FYE27 Annual Meeting of Shareholders

As scheduled, Cognyte Software Ltd. (the “Company” or “Cognyte”) held its annual general meeting of shareholders for the fiscal year ending January 31, 2027 (the “Annual Meeting”) at 5:30 p.m., Israel time, on September 3, 2026, located at Cognyte’s offices at 33 Maskit, Herzliya Pituach, 4673333, Israel. At the Annual Meeting, the Company’s shareholders voted on two proposals, which are listed below and described in more detail in the Company’s notice and proxy statement for the Annual Meeting, which were attached as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K that the Company furnished to the Securities and Exchange Commission (the “SEC”) on July 29, 2026 ( the “Proxy Statement”).

Based on the presence, in person or by proxy, at the Annual Meeting of 46,705,281 ordinary shares, of no par value, of the Company (“Ordinary Shares”), representing 63.24% of the Company’s 73,845,238 outstanding Ordinary Shares, as of August 3, 2026 (the record date for the Annual Meeting), constituting more than the minimum percentage of outstanding shares required for a quorum under the Company’s Articles of Association (the “Articles”), proposals 1 and 2 detailed in the Proxy Statement (and, as applicable, sub-proposals thereof) were approved by the requisite vote of the Company’s shareholders.

The board of directors of the Company recommended that shareholders vote “FOR” proposals 1 and 2. Below are the detailed tallies of votes with respect to each proposal included in the Proxy Statement.

Proposal 1: To re-elect each of Dafna Sharir, Avi Cohen and Matthew O’Neill as Class II directors, to hold office until the close of the Company’s annual general meeting of shareholders to be held during the fiscal year ending January 31, 2030, and to serve until their respective successors have been duly elected and qualified, or until their respective offices are vacated in accordance with the Company’s Articles of Association or the Companies Law, 5759-1999 (the “Companies Law”).

Name of Nominee																		Votes in Favor																																				Votes Against																																				Abstentions
Dafna Sharir																											43,959,357																																				2,713,806																																				32,118
Avi Cohen																											43,275,530																																				3,395,743																																				34,008
Matthew O’Neill																											43,741,669																																				2,932,624																																				30,988

Consequently, and in accordance with the terms of the Articles, Dafna Sharir, Avi Cohen and Matthew O’Neill have been elected at the Annual Meeting as Class II directors in accordance with Proposal 1, as detailed in the Proxy Statement.

Proposal 2: To approve the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the fiscal year ending January 31, 2027, and until the next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.

Votes in Favor																																													Votes Against																																													Abstentions
									46,593,687																																																						13,836																																																						97,758

The contents of this Form 6-K are hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-252565, 333-278837, 333-286330 and 333-294612).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COGNYTE SOFTWARE LTD.

Date: September 8, 2026

By:

/s/ Ilan Rotem

Name:

Ilan Rotem

Title:

Chief Legal Officer