Exhibit 99.3
Dear Fellow Shareholders:
This year’s Annual Meeting of Shareholders (the “Annual Meeting”) of Cognyte Software Ltd. (“Cognyte” or the “Company”) will be held on September 4, 2024, and is particularly important. At this year’s Annual Meeting, shareholders will have the opportunity to vote to reelect two of Cognyte’s key leaders: the Company’s independent Chairman, Earl Shanks, and its CEO, Elad Sharon, both of whom have been instrumental in driving the Company’s strategy and business improvement.
In our proxy statement, you will find important information highlighting the Company’s strategy, governance and recent progress, all of which have been driven by our leadership team and Board of Directors. We encourage you to read these materials carefully and vote today using the instructions on the enclosed proxy card.
Cognyte’s Board of Directors and Management Are Executing on a Strategy that Is Delivering Results for Shareholders
The execution of Cognyte’s current innovation and expansion strategy, led by CEO Elad Sharon, is working. We are leveraging our reputation for best-of-breed technological solutions with customers around the world and improving our competitive position.
Over the last year, these actions have returned Cognyte to growth, delivering sustained and expanding profitability, and strengthening our capital structure. The Company has generated three consecutive quarters of year-over-year Revenue and Adjusted EBITDA1 growth while expanding Gross Margins. Our prospects for continued growth are evident in our strong short- and long-term remaining performance obligations (RPOs). And, in fact, we are projecting continued growth in FY 2025 and recently raised our guidance for the year, reflecting our confidence in our business and execution.
Importantly, shareholders returns have improved. Cognyte’s stock has appreciated by more than 50% since Mr. Shanks was appointed Chairman – less than one year ago – significantly outperforming market and industry benchmarks as well as the stock performance of our peers.2
In a relatively short period of time, the Cognyte Board and management team have taken decisive actions to stabilize the business and improve the Company’s financial performance, putting Cognyte on the right path. The Board expects fiscal 2025 to be a year of continued growth and improved operating leverage, enabling improved profitability and cash flow.
Cognyte Has Actively Sought, Received and Addressed Shareholder Feedback
Our Board believes that effective corporate governance includes regular, constructive dialogue with shareholders.
Over the past year, the Board and executive team have expanded our shareholder outreach program to improve corporate transparency and gather direct shareholder feedback. In 2023 and 2024, we proactively reached out to our top 20 institutional shareholders (and many others), representing approximately 60% of the outstanding shares.
We have engaged in extensive dialogue with our shareholders on topics ranging from business strategy, corporate governance, executive compensation, communications and disclosures, and other important topics.