EX-99.2 3 ny20075496x1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 Signature [PLEASE SIGN WITHIN BOX]  Date  Signature (Joint Owners)  Date  TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  KEEP THIS PORTION FOR YOUR RECORDS  DETACH AND RETURN THIS PORTION ONLY  THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.  T02317-P55789  ! ! !  ! ! !  ! ! !  For Against Abstain  ! ! !  2. To approve the re-appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the fiscal year ending January 31, 2027,and until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors (with power of delegation to its audit committee), to set the fees to be paid to such auditors.  1. To re-elect each of Ms. Dafna Sharir, Mr. Avi Cohen and Mr. Matthew O'Neill as Class II directors, to hold office until the close of the Company’s annual general meeting of shareholders to be held during the fiscal year ending on January 31, 2030, and until their respective successors have been duly elected and qualified, or until their respective offices are vacated in accordance with the Company’s Articles of Association or the Companies Law, 5759-1999.  Nominees:  1a. Dafna Sharir  1b. Avi Cohen  1c. Matthew O'Neill  Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.  COGNYTE SOFTWARE LTD.  The Board of Directors recommends you vote FOR all proposals:  For Against Abstain  SCAN TO  VIEW MATERIALS & VOTE  w  COGNYTE SOFTWARE LTD.  C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS  P.O. BOX 1342  BRENTWOOD, NY 11717  VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above  Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.  ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS  If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.  VOTE BY PHONE - 1-800-690-6903  Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.  VOTE BY MAIL  Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 as soon as possible (the proxy card must be received no later than 11:59 p.m. (Eastern Time) the day before the meeting date). 
 

 T02318-P55789  Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:  The Proxy Statement and Form 20-F are available at www.proxyvote.com.  COGNYTE SOFTWARE LTD.  Annual General Meeting of Shareholders To be held September 3, 2026  This proxy is solicited by the Board of Directors  The shareholder(s), revoking all proxies heretofore given, hereby appoint(s) Elad Sharon, David Abadi and Ilan Rotem, or any one of them acting individually, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of COGNYTE SOFTWARE LTD. that the shareholder(s) is/are entitled to vote at the close of business on August 3, 2026, at the Annual General Meeting of Shareholders (the "Meeting") to be held at 5:30 PM (Israel time) on September 3, 2026, at the Company’s headquarters at 33 Maskit Street, Herzliya Pituach, 4673333 Israel, and any adjournment or postponement thereof, on the following matters,which are more fully described in the Proxy Statement relating to the Meeting.  Continued and to be signed on reverse side