Material Agreement

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   December 9, 2024   0-7928 Date of Report   Commission File Number (Date of earliest event reported)         (Exact name of registrant as specified in its charter)   Delaware   11-2139466 (State or other jurisdiction of   (I.R.S. Employer Identification Number) incorporation or organization)         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. ☐ COMTECH TELECOMMUNICATIONS CORP /DE/               Item 1.01. Entry into a Material Definitive Agreement.   On December 9, 2024, the Board of Directors of Comtech Telecommunications Corp. (the “Company”) approved a new form of indemnification agreement (the “Indemnification Agreement”).  The Company is entering into an Indemnification Agreement with each of its current directors and certain officers, and expects to use such form with future directors and officers (each, an “Indemnitee”). Under the terms of the Indemnification Agreement, the Company is required to indemnify each Indemnitee against expenses, judgments, fines and amounts paid in settlement of specified proceedings to the fullest extent permitted by the laws of the state of Delaware, if the basis of the Indemnitee’s involvement was by reason of the fact that the Indemnitee is or was a director or officer or a director or officer of any of the Company’s subsidiaries or was serving at the Company’s request in an official capacity for another entity. The Indemnification Agreement provides for the advancement of expenses and also sets forth certain procedures, as well as qualifications and limitations, that will apply in the event of a claim for indemnification thereunder. Each Indemnification Agreement with an Indemnitee will supersede and replace the previously adopted form of indemnification agreement which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on March 8, 2007.   The foregoing summary of the provisions of the Indemnification Agreement is not intended to be complete and is qualified in its entirety by the full and complete text of the Indemnification Agreement which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   Exhibit No.   Description 10.1   Form of Indemnification Agreement. 104   Cover Page Interactive Data File (formatted as Inline XBRL)               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.   Date: December 13, 2024   COMTECH TELECOMMUNICATIONS CORP.                         By: /s/ Michael A. Bondi       Name: Michael A. Bondi       Title: Chief Financial Officer