Comtech Telecommunications (CMTL) director Wendi Carpenter plans March 2026 retirement

Rhea-AI Filing Summary

Comtech Telecommunications Corp. reported that director Wendi B. Carpenter plans to retire from its Board of Directors and will not stand for re-election at the company’s Fiscal 2025 Annual Meeting of Stockholders scheduled for March 9, 2026. She will continue to serve as a director until her term expires at that meeting.

The company states that Ms. Carpenter’s decision to retire is not due to any disagreement with Comtech or its Board. Following her retirement, the size of the Board will be reduced to seven members, effective at the conclusion of her term.

FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972026-01-232026-01-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

January 23, 2026						0-7928
Date of Report (Date of earliest event reported)						Commission File Number

(Exact name of registrant as specified in its charter)

Delaware						11-2139466
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

305 N 54th Street,

Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.10 per share

CMTL

NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Director

On January 23, 2026, Wendi B. Carpenter, a current director of Comtech Telecommunications Corp. (the “Company”), notified the Company of her intention to retire as a director from the Company’s Board of Directors (the “Board”) and not stand for re-election at the Company’s Fiscal 2025 Annual Meeting of Stockholders, scheduled to occur on March 9, 2026 (the “Fiscal 2025 Annual Meeting”). Ms. Carpenter will continue to serve the remainder of her term on the Board which will expire at the Fiscal 2025 Annual Meeting. Ms. Carpenter’s decision to retire and not seek re-election to the Board was not the result of any disagreement with the Company or the Board. Both the Company and the Board thank Ms. Carpenter for her dedication and years of service as a director.

In connection with Ms. Carpenter’s retirement, the size of the Board will be reduced to seven members, effective upon the conclusion of Ms. Carpenter’s term of service at the Fiscal 2025 Annual Meeting.

SIGNATURES

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

COMTECH TELECOMMUNICATIONS CORP.

Dated:    January 29, 2026

By:    /s/ Michael A. Bondi    
Name:    Michael A. Bondi
Title:    Chief Financial Officer

FAQ

What did Comtech Telecommunications Corp. (CMTL) disclose in this 8-K filing?

Comtech Telecommunications Corp. disclosed that director Wendi B. Carpenter plans to retire from its Board and will not stand for re-election at the Fiscal 2025 Annual Meeting, while continuing to serve out her current term until that stockholder meeting.

When will Wendi B. Carpenter retire from the Comtech (CMTL) Board?

Wendi B. Carpenter will retire from the Comtech Board at the company’s Fiscal 2025 Annual Meeting of Stockholders on March 9, 2026. She will remain a director and serve the remainder of her term until that meeting concludes and her retirement becomes effective.

Why is Wendi B. Carpenter leaving the Comtech (CMTL) Board of Directors?

Wendi B. Carpenter notified Comtech of her intention to retire from the Board and not stand for re-election. The company states her decision to retire was not the result of any disagreement with Comtech or its Board regarding operations, policies, or practices.

How will Ms. Carpenter’s retirement affect the size of Comtech’s (CMTL) Board?

In connection with Wendi B. Carpenter’s retirement, Comtech will reduce the size of its Board of Directors to seven members. This reduction becomes effective upon the conclusion of her term of service at the Fiscal 2025 Annual Meeting of Stockholders on March 9, 2026.

Did Comtech (CMTL) report any disagreement with the retiring director?

Comtech specifically states that Wendi B. Carpenter’s decision to retire and not seek re-election was not due to any disagreement with the company or its Board. The company and the Board thanked her for her dedication and years of service as a director.

Who signed the Comtech (CMTL) 8-K reporting the director’s retirement?

The 8-K reporting Wendi B. Carpenter’s planned retirement from the Board was signed on behalf of Comtech Telecommunications Corp. by Michael A. Bondi, the company’s Chief Financial Officer, acting as the duly authorized representative for this Exchange Act report.