Cognyte Software (CGNT) shareholders approve directors, pay and auditors

Rhea-AI Filing Summary

Cognyte Software Ltd. held its annual general meeting of shareholders for the fiscal year ending January 31, 2026, where all four proposals on the agenda were approved. A quorum was achieved with 50,329,944 ordinary shares present in person or by proxy, representing 68.97% of the 72,969,110 outstanding ordinary shares as of August 1, 2025.

Shareholders re-elected Ron Shvili and Nurit Benjamini as Class I directors to serve until the annual meeting during the fiscal year ending January 31, 2029. They also approved an amended compensation policy for executive officers and directors, updates to compensation terms for non-executive directors, and the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as independent auditors for the fiscal year ending January 31, 2026, with the board authorized to set their fees.

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Accepted by SEC EDGAR 09/05/2025 - 06:42 AM Learn about SEC filing dates

FAQ

What did Cognyte Software (CGNT) shareholders approve at the latest annual meeting?

Shareholders approved four items: the re-election of two Class I directors, an amended compensation policy for executive officers and directors, amended compensation terms for non-executive directors, and the appointment of Kesselman & Kesselman (a PricewaterhouseCoopers member firm) as independent auditors for the fiscal year ending January 31, 2026, with the board authorized to set their fees.

Who was re-elected to the Cognyte Software (CGNT) board of directors?

Ron Shvili and Nurit Benjamini were re-elected as Class I directors. They will serve until the close of the annual general meeting to be held during the fiscal year ending January 31, 2029, and until their successors are duly elected and qualified or their offices otherwise become vacant.

How strong was shareholder participation at Cognyte Software’s 2025 annual meeting?

The meeting had a quorum with 50,329,944 ordinary shares present in person or by proxy, representing 68.97% of the company’s 72,969,110 outstanding ordinary shares as of August 1, 2025, the record date.

What changes to executive and director compensation did Cognyte Software (CGNT) shareholders approve?

Shareholders approved an amended compensation policy for the company’s executive officers and directors and also approved amendments to the compensation terms of non-executive directors, both as detailed in the company’s proxy statement referenced in the meeting materials.

Which audit firm will serve as Cognyte Software’s independent auditor for the fiscal year ending January 31, 2026?

Shareholders approved the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as independent auditors for the fiscal year ending January 31, 2026, and authorized the board of directors, with possible delegation to its audit committee, to set their fees.

How were Cognyte Software (CGNT) directors and officers’ own shares treated in the compensation policy vote?

For the amended compensation policy vote, 33,890,481 votes were in favor, 12,004,384 were against, and 994,597 abstained. The tally excluded 3,440,482 ordinary shares held as of the record date by the company’s directors and executive officers who have a personal interest under applicable Israeli law.

How is this Cognyte Software (CGNT) Form 6-K used in relation to the company’s registration statements?

The contents of this report are incorporated by reference into Cognyte Software’s Registration Statements on Form S-8 with file numbers 333-252565, 333-278837 and 333-286330, meaning those registration statements now also include the information from this report.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of: September 2025

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 FYE26 Annual Shareholder Meeting

As scheduled, Cognyte Software Ltd. (the “Company” or “Cognyte”) held its annual general meeting of shareholders for the fiscal year ending January 31, 2026 (the “Annual Meeting”) at 6:30 p.m., Israel time, on September 4, 2025, at Cognyte’s offices at 33 Maskit, Herzliya Pituach, 4673333, Israel. At the Annual Meeting, the Company’s shareholders voted on four proposals, which are listed below and which were 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 30, 2025 ( the “Proxy Statement”).

Based on the presence, in person or by proxy, at the Annual Meeting of 50,329,944 ordinary shares, of no par value, of the Company (“ordinary shares”), or 68.97%, of the Company’s 72,969,110

outstanding ordinary shares, as of August 1, 2025 (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, 2, 3 and 4 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, 2, 3 and 4.

Below are the detailed tallies of votes with respect to each proposal included in the Proxy Statement.

Proposal 1: To re-elect each of Ron Shvili and Nurit Benjamini as Class I 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, 2029, and 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
Ron Shvili																											46,970,151																																				3,332,649																																				27,144
Nurit Benjamini																											48,116,238																																				2,188,693																																				25,013

Consequently, and in accordance with the terms of the Articles, Ron Shvili and Nurit Benjamini have been elected in the Annual Meeting as Class I directors in accordance with Proposal 1 detailed in the Proxy Statement.

Proposal 2: To approve the amended Compensation Policy for the Company’s executive officers and directors, as detailed in the Proxy Statement.

Votes in Favor(*)																																													Votes Against																																													Abstentions
									33,890,481																																																						12,004,384																																																						994,597

(*) Excludes 3,440,482 ordinary shares held as of the record date by the Company’s directors and executive officers, who have a personal interest in accordance with the Companies Law.

Proposal 3: To approve amendments to the compensation terms of the Company’s non-executive directors, as detailed in the Proxy Statement.

Votes in Favor																																													Votes Against																																													Abstentions
									47,966,417																																																						2,247,701																																																						115,826

Proposal 4: 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, 2026, 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
									50,287,009																																																						8,084																																																						34,851

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 and 333-286330).

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 5, 2025

By:

/s/ Ilan Rotem

Name:

Ilan Rotem

Title:

Chief Legal Officer