CommScope (COMM) Announces Resignation of Mindy Mackenzie from Board

February 20, 2024 6:19 AM EST

On February 14, 2024, Mindy Mackenzie, a member of the board of directors (the “Board”) of CommScope (NASDAQ: COMM), notified the Company of her decision to resign from the Board, effective immediately. Ms. Mackenzie also resigned from her position as a member of the Compensation Committee of the Board. Ms. Mackenzie’s decision to resign was not the result of a disagreement with the Company, management or the Board on any matter relating to the Company’s operations, policies or practices.

As previously disclosed, Ms. Mackenzie was a director designated by Carlyle Partners VII S1 Holdings, L.P. (“Carlyle”) pursuant to an Investment Agreement, dated as of November 8, 2018, between the Company and Carlyle. Carlyle designated Scott H. Hughes as a replacement for Ms. Mackenzie.

On February 19, 2024, the Board appointed Scott H. Hughes to the Board to fill the vacancy resulting from the resignation of Ms. Mackenzie, for a term expiring at the Company’s 2024 annual meeting of stockholders. The Company plans to nominate Mr. Hughes for election as a director at the Company's 2024 annual meeting of stockholders, with a term expiring at the Company’s 2025 annual meeting of stockholders.

The Board considered the independence of Mr. Hughes under the listing standards of NASDAQ and the Company’s corporate governance guidelines and concluded that Mr. Hughes is an independent director under the applicable listing standards of NASDAQ and the Company’s corporate governance guidelines. The Board also appointed Mr. Hughes to the Compensation Committee.

Mr. Hughes will not receive any compensation from the Company in connection with his service as a director. Mr. Hughes will also enter into the Company’s standard indemnification agreement, as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2023, and filed as Exhibit 10.22 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-190354), filed with the SEC on September 12, 2013.

There are no transactions between Mr. Hughes, on the one hand, and the Company, on the other hand, that would be reportable under Item 404(a) of Regulation S-K.



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