DEF 14A 1 ny20001170x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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☒			Definitive Proxy Statement
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☐			Soliciting Material under § 240.14a-12

VARONIS SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TABLE OF CONTENTS

1250 Broadway, 29th Floor

New York, NY 10001

On behalf of the Board of Directors, I warmly invite you to attend the 2022 Annual Meeting of Stockholders of Varonis Systems, Inc., to be held at 10:00 a.m., Eastern Daylight Time, on May 25, 2022, at www.virtualshareholdermeeting.com/VRNS2022. This year, similar to last year, the meeting will be held virtually, and will provide our stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.
Attached to this letter are a Notice of Annual Meeting of Shareholders and Proxy Statement, which describe the business to be conducted at the meeting.

At this year’s meeting, you will be asked to:

(1)	Elect four Class II director nominees listed in the Proxy Statement;

(2)	Approve, on a non-binding, advisory basis, the compensation of our named executive officers;

(3)	Ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, as the independent registered public accounting firm of the Company for 2022; and

(4)	Consider such other business as may properly come before the 2022 Annual Meeting of Stockholders and any adjournments or postponements thereof.

The Board of Directors recommends that you vote FOR each of the nominees listed in the Proxy Statement and FOR items 2 and 3.

Your vote is important. We encourage you to vote by any of the methods described below even if you currently plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting. If you decide to attend the Annual Meeting via the internet, you can still vote your shares if you wish.

On behalf of the Board of Directors, I thank you for your cooperation and for considering the matters presented in the Proxy Statement.

Very truly yours,

Chief Executive Officer, President

and Chairman of the Board of Directors

April 12, 2022

TABLE OF CONTENTS

NOTICE OF 2022 ANNUAL MEETING OF

STOCKHOLDERS AND PROXY STATEMENT

DATE AND TIME:	May 25, 2022 at 10:00 a.m., Eastern Daylight Time

PLACE:	The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) will be held in a virtual format at the following virtual meeting site: www.virtualshareholdermeeting.com/VRNS2022

ITEMS OF BUSINESS:	(1)	To elect four Class II director nominees listed in the Proxy Statement;

	(2)	To approve, on a non-binding, advisory basis, the compensation of our named executive officers;

	(3)	To ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited (“E&Y”), as the independent registered public accounting firm of the Company for 2022; and
	(4)	To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
	These items of business are more fully described in the Proxy Statement accompanying this Notice of 2022 Annual Meeting of Stockholders.

WHO CAN VOTE:	The record date for the Annual Meeting is March 31, 2022. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

VOTING:	Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares by telephone, through the internet or by mailing your completed and signed proxy card (or voting instruction form, if you hold your shares through a broker, bank or other nominee). Even if you have voted by proxy card, you may still vote if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee, then you are the “beneficial owner of shares held in street name.” As a beneficial owner, if you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

STOCKHOLDER LIST:	A list of the names of stockholders entitled to vote at the Annual Meeting will be available to stockholders for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting. Please contact James Arestia, Vice President, Investor Relations, at jarestia@varonis.com or at (646) 640-2149, if you wish to examine the list prior to the Annual Meeting. The stockholder list will also be available during the Annual Meeting for examination by any stockholder at www.virtualshareholdermeeting.com/VRNS2022.

By Order of the Board of Directors,

SEC Form DEF 14A filed by Varonis Systems Inc.