UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

KVH Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

50 Enterprise Center, Middletown, RI 02842

(Address of Principal Executive Offices) (Zip Code)

Felise Feingold (401) 847-3327

(Name and telephone number, including area code, of the person to contact in connection with
this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x                                  Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2019.

Section 1.             Conflict Minerals Disclosure

KVH Industries, Inc. (“KVH”, “we”, or “our”) is a leading manufacturer of solutions that provide global high-speed Internet, television, and voice services via satellite to mobile users at sea and on land as well as a leading provider of commercially licensed entertainment including news, sports, movies, and music to commercial and leisure customers in the maritime, hotel, and retail markets. From January 1, 2019 until May 13, 2019, the date on which we sold our Videotel business, we also developed and distributed training films and e-Learning computer-based training courses to commercial maritime customers. We are also a premier manufacturer of high-performance navigational sensors and integrated inertial systems for defense and commercial inertial navigation applications.

Item 1.01              Conflict Minerals Disclosure and Report

This Form SD is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2019 to December 31, 2019.

Item 1.02              Exhibit

KVH’s Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD. A copy of our Conflict Minerals Report may be found at https://ir.kvh.com/financial-information/sec-filings.

Section 2.             Exhibits

Item 2.01              Exhibits

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SIGNATURE

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 on May 27, 2020.

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Exhibit 1.01

KVH Industries, Inc.

CONFLICT MINERALS REPORT

This Conflict Minerals Report of KVH Industries, Inc. (“KVH”, “we”, or “our”) has been prepared pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2019 to December 31, 2019.

Rule 13p-1 and Form SD require companies to disclose certain information regarding products that they manufacture, or contract to manufacture, when: (a) those products contain one or more of the minerals gold, columbite-tantalite (coltan), cassiterite, or wolframite, or their derivatives tantalum, tin, and tungsten (the “Conflict Minerals”); (b) those Conflict Minerals are necessary to the functionality or production of those products; and (c) those Conflict Minerals originated, or may have originated, in the Democratic Republic of the Congo or in a country that shares an internationally recognized border with the Democratic Republic of the Congo (the “Covered Countries”).

Section 1.  Product Review and Reasonable Country of Origin Inquiry

Section 1.1  Product Review

KVH conducted an analysis of its product lines and determined that Conflict Minerals are used in its system-level products and components.

Section 1.2  Reasonable Country of Origin Inquiry and Conclusion

KVH’s international supply chain is complex. KVH is several layers removed from the smelters in its supply chain, making it difficult to trace the origin of any Conflict Minerals necessary to the functionality or production of its products.

For our 2019 reasonable country of origin inquiry (“RCOI”), we reviewed our suppliers of direct materials, components and system-level products (collectively referred to as “Supplier Materials”). We generated internal reports analyzing all Supplier Material purchases for 2019 (“Total Supplier Spend”). We then ranked each supplier based on the aggregate Total Supplier Spend. We determined that suppliers with $25,000 or more in Total Supplier Spend accounted for more than 98% of Total Supplier Spend made by KVH during 2019, and determined that it would be reasonable to concentrate our RCOI efforts on this group of 99 suppliers. We refer to this group of suppliers as our “Primary Suppliers.”

We then surveyed all of our Primary Suppliers. For 2019, KVH did not exclude any suppliers based on the type of Supplier Materials sold to KVH. Although this same approach was taken in 2018, we discovered that the number of Primary Suppliers surveyed by KVH decreased from 106 in 2018 to 99 in 2019.

In our RCOI for 2019, we surveyed our Primary Suppliers using a template developed by the Responsible Business Alliance (RBA) and the Global e-Sustainability Initiative (GeSI) (the “Conflict Minerals Reporting Template”). KVH sent the Conflict Minerals Reporting Template to all 99 Primary Suppliers and received 94 responses, which represented approximately 95% of our targeted supplier group and more than 95% of Total Supplier Spend. We made additional requests for responses from the five Primary Suppliers that did not respond initially, but our efforts were not successful. Of the 94 responses received by KVH, 34 indicated that the Conflict Minerals used in Supplier Materials supplied to KVH came from “conflict-free” sources and furnished a list of their verified smelters; 49 confirmed that no Conflict Minerals were used in the Supplier Materials supplied to KVH; and 11 indicated that they were unsure of the origin of the Conflict Minerals in the Supplier Materials that they supplied to us.

Although the percentage of our Primary Suppliers who reported themselves as DRC conflict “undeterminable” decreased from 21% in 2018 to 12% in 2019 (based on the 94 Primary Suppliers who responded to our inquiries), we concluded that, for 2019, as in prior reporting years, we do not have sufficient information from our suppliers or other sources to determine with specificity the countries of origin of the Conflict Minerals used in our products or whether they are from recycled or scrap sources. Therefore, we cannot exclude the possibility that some of these Conflict Minerals may have originated in the Covered Countries and/or are not from recycled or scrap sources.

Section 2.  Due Diligence

KVH’s due diligence efforts related to products: (i) for which Conflict Minerals are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by KVH; (iii) for which the manufacture was completed during 2019; and (iv) for which KVH was unable to form the basis for a reasonable belief that none of the Conflict Minerals necessary to the functionality or production of those products originated in a Covered Country. The products, which are hereinafter referred to collectively as the “Covered Products,” include KVH’s mobile satellite communications products and components, as well as inertial navigation products and components.

Section 2.1  Design of KVH’s Due Diligence Measures

KVH designed its due diligence measures to conform to the framework set forth in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Third Edition, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”).

Section 2.2  Due Diligence Measures Performed by KVH

The due diligence processes followed by KVH are described below under sub-headings corresponding to the five-step framework of the OECD Guidance.

1.              Management Systems

We previously established and have maintained throughout 2019 internal processes for Conflict Minerals supply chain due diligence and reporting. We have implemented a Conflict Minerals Policy Statement and related procedures to help support our supply chain due diligence efforts and communication processes designed to provide information, including our Conflict Minerals Policy Statement, to our suppliers and to the public. In this regard, our supplier purchase contracts include terms and conditions and other contractual flow-downs requiring supplier cooperation and compliance with KVH’s due diligence efforts. We also maintain a “Supplier Information” web page to facilitate supplier access to important documents, including but not limited to KVH’s Conflicts Minerals Policy Statement, Standard Terms and Conditions of Purchase and General Quality Clauses, each of which can be found at http://www.kvh.com/suppliers. In 2019, we updated our supplier onboarding questionnaire to include a new section on conflict mineral compliance. More specifically, prior to any engagement with KVH, we generally require all prospective suppliers to (a) provide information about their due diligence program and the steps they have taken to determine whether there are any Conflict Minerals in their supply chain; and (b) submit a completed copy of their latest Conflict Minerals Reporting Template. This information gives our Global Supply Chain team early visibility into the compliance program maturity level and smelter base of prospective vendors before we start to do business with that company.

For 2019, our efforts to identify smelters/refiners in our supply chain was facilitated through the use of due diligence tools created by the Responsible Minerals Initiative (“RMI”) founded by the RBA and GeSI for independent third-party audit information, including the Conflict Minerals Reporting Template. The information furnished by our Primary Suppliers was reviewed and analyzed by our internal team led by KVH’s Director of Global Supply Chain and retained within the company’s document retention system. The data obtained from our Primary Suppliers was vetted by our Global Supply Chain team and then used to generate a comprehensive list of all smelters/refiners that had been identified by our Primary Suppliers, which list was then cross-referenced against information from RMI’s Responsible Minerals Assurance Process (“RMAP”) to help us identify the compliant smelters/refiners and origin of minerals processed.

2.              Assessment of Risk in the Supply Chain

In order to determine the origin of Conflict Minerals in the Covered Products:

·                  An initial meeting of our Global Supply Chain team was held on February 7, 2020 to review our 2019 annual spending and to determine the parameters of our RCOI for 2019.

·                  During the week of February 10, 2020, we sent letters to our Primary Suppliers, explaining our conflict minerals disclosure obligations and referring the suppliers to online training materials and instructions, and solicited survey responses using the Conflict Minerals Reporting Template.

·                  Having received responses from only 32 of the 99 Primary Suppliers by the end of the first week of March 2020, a second meeting of our Global Supply Chain team was held on March 6, 2020, during which team members were tasked with following-up with all non-responsive Primary Suppliers.

·                  By April 13, 2020, KVH had received responses from 92 of the 99 Primary Suppliers, and over the next 2 weeks, members of KVH’s Global Supply Chain team continued its efforts to contact the remaining Primary Suppliers, but apparently due to the widespread disruptions in business continuity caused by the coronavirus (COVID-19) pandemic, by April 27, 2020, KVH was only able to collect responses from 94 of the 99 Primary Suppliers.

·                  Having received responses from approximately 95% of our Primary Suppliers, which represented more than 95% of Total Supplier Spend for 2019, KVH then reviewed the responses in detail and followed up on any incomplete or ambiguous responses.

·                  Our Global Supply Chain team then compared the smelters/refiners identified by its Primary Suppliers against the list of facilities that have received a “conformant” designation from the RMI’s RMAP, which designations provide country of origin and due diligence information on the Conflict Minerals sourced by such facilities.

3.              Strategies to Respond to Identified Risks

KVH’s due diligence efforts are an evolving process that we strive to improve by: (i) updating our supplier onboarding process to solicit information about sourcing of conflict minerals, (ii) focusing on the reliability and quality of the information received from our Primary Suppliers; (iii) reviewing responses and following up on incomplete, inaccurate or ambiguous data; (iv) contacting Primary Suppliers who have consistently reported products to be “DRC conflict undeterminable” or the equivalent to determine what steps they have taken to improve their due diligence processes; and (v) maintaining internal processes designed to emphasize the importance of supplier cooperation and compliance with our Conflict Minerals Policy Statement through readily accessible policies and contractual flow-down clauses governing the business relationship, which not only provide us with leverage to promote compliance but also the flexibility needed to reassess and/or terminate certain relationships, as appropriate.

4.              Independent Third-Party Audits

As a result of KVH’s position in the supply chain, there are generally several tiers of suppliers between KVH and the smelters/refiners in our supply chain, and therefore we do not conduct or commission independent third-party audits of the smelters and refiners from which our Primary Suppliers source Conflict Minerals. KVH has relied upon industry initiatives, including the RMI’s RMAP, for independent third-party audit information.

5.              Reporting

With the preparation and submission of this Conflict Minerals Report, KVH has provided a public report of its due diligence measures with regard to the sourcing of Conflict Minerals. A copy of this report is available at https://ir.kvh.com/financial-information/sec-filings.

Section 3.  Results of Due Diligence

The response rate among our Primary Suppliers in 2019 was approximately 95%. Among the responses, some of our Primary Suppliers were unable to identify any of the smelters or

refiners used in the Supplier Materials supplied to us and certain responses also included names of smelters or refiners that we believe may have been incomplete or misidentified. Such names have not been included among the list of smelters and refiners identified by our Primary Suppliers in Annex 1 below.

In total, we identified approximately 377 smelters as potential sources of Conflict Minerals that were reported to be in the supply chain at some point during the 2019 calendar year. The table below presents the total number of identified smelters or refiners for each mineral and the corresponding percentage of each group that we have been able to verify as conflict-free according to information provided on the RMI website.

For the Conflict Minerals contained in the Covered Products, KVH’s due diligence efforts failed to clarify whether the Conflict Minerals contained in those products may have originated in a Covered Country or came from recycled or scrap sources. Certain Primary Suppliers did identify smelters that KVH believes to be higher-risk based on publicly available information, including:

·                  African Gold Refinery

·                  Fidelity Printers and Refiners Ltd.

·                  Luna Smelter Ltd.

·                  Universal Precious Metals Refining Zambia

We were unable to validate that any of the smelters or refiners identified by our Primary Suppliers, including the smelters identified above, are actually in our supply chain. As we did last year, we initiated risk-mitigation processes to help identify possible higher-risk suppliers prior to engagement, and we will contact the relevant suppliers who identified the four smelters listed above to confirm what efforts each has taken either to certify its smelters or to identify alternate sources, if necessary.

Based on our due diligence efforts, KVH has concluded that we do not have sufficient information to determine with specificity the country of origin of all of the Conflict Minerals in our Covered Products or to determine whether the Conflict Minerals were from recycled or scrap sources. Based on the information received from our Primary Suppliers, KVH believes that the facilities that may have been used to process Conflict Minerals in our Covered Products include the smelters and refiners listed in Annex 1 below.

Section 4.  Future Steps to Improve Due Diligence

In order to improve our due diligence process and compliance efforts for 2020, KVH

intends to:

·                  Continue to gather additional information which will assist us in determining whether the Conflict Minerals we utilize benefit armed groups contributing to human rights violations;

·                  Continue to collect and evaluate supplier responses and follow-up with those suppliers that we have deemed to be a higher risk due to incomplete or ambiguous responses; and

·                  Continue to review, and, if necessary, reassess supplier relationships based on information and resources provided by third-party conflict minerals audit programs such as the RMI’s RMAP and other industry initiatives promoting responsible mineral sourcing practices.

KVH will continue to expect our suppliers to reasonably assure us that the minerals in the products they supply are conflict-free.

Section 5.  Forward Looking Statements

This report includes forward-looking statements that involve risks and uncertainties, including for example statements regarding our due diligence processes with respect to Conflict Minerals. Forward-looking statements are not guarantees of future performance. KVH assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Annex 1

* Denotes smelters/ refiners that received a “conflict-free” designation from an independent third-party audit program, as of May 19, 2020.

(1)  Assumed to be Zhongyuan Gold Smelter of Zhongjin Gold Corporation.

(2)  Assumed to be Metalor Technologies S.A. (in Switzerland).

(3)  Assumed to be Al Etihad Gold Refinery DMCC.

(4)  Assumed to be Jiangxi New Nanshan Technology Ltd.