COMTECH TELECOMMUNICATIONS CORP /DE/ — Board/Management Information 2022

Jul 25, 2022

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

July 22, 2022	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)

68 South Service Road , Suite 230 Melville , New York 11747
(Address of Principal Executive Offices) (Zip Code)
( 631 ) 962-7000
(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.

Appointment of New Chairman, Ken Peterman, to the Board of Directors

On July 25, 2022, Comtech Telecommunications Corp. (the “Company” or “Comtech”) announced that it has elected current independent director Ken Peterman as Chairman of the Board, effective July 22, 2022.

Retirement of Fred Kornberg from the Board of Directors

On July 25, 2022, Comtech announced the retirement of Fred Kornberg as Chairman of Comtech’s Board, effective July 22, 2022. Mr. Kornberg will also not stand for re-election to the Board and will step down as a director immediately preceding the next annual shareholder meeting. In connection with Mr. Kornberg’s full retirement, Comtech announced that, effective immediately prior to the 2022 annual shareholder meeting, it will reduce the size of its Board to eight members, seven of whom will be independent.

A copy of the Company's press release announcing the appointment of Mr. Peterman as Chairman and the retirement of Mr. Kornberg is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated July 25, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURE

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: July 25, 2022

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