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    Varonis Systems Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders

    6/6/25 4:46:01 PM ET
    $VRNS
    Computer Software: Prepackaged Software
    Technology
    Get the next $VRNS alert in real time by email
    false 0001361113 0001361113 2025-06-05 2025-06-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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

     

    Date of Report (Date of earliest event reported): June 5, 2025

     

    VARONIS SYSTEMS, INC.
    (Exact Name of Registrant as Specified in its Charter)

     

    Delaware 001-36324 57-1222280
    (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

     

    801 Brickell Avenue

    Miami, FL

    33131

    (Address of Principal Executive Offices) (Zip Code)
       

     

    (877) 292-8767

    (Registrant’s telephone number, including area code)

     

    N/A

    (Former Name or Former Address, if Changed Since Last Report)

     

    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 each exchange on which registered
    Common Stock, par value $0.001 per share VRNS The 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. ☐

     

     

     

    Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    (e) On June 5, 2025, the stockholders of Varonis Systems, Inc. (the “Company”) approved the Varonis Systems, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”) and the material terms thereunder. The material terms of the ESPP are described in the section entitled “Proposal No. 4: Approval of the Varonis Systems, Inc. 2025 Employee Stock Purchase Plan” on pages 11 through 13 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2025 (the “Proxy Statement”), which description is incorporated herein by reference.

     

    On June 5, 2025, the stockholders of the Company also approved an increase in the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), available for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”). The material terms of the 2023 Plan, as amended to reflect the increase of 1,880,000 shares of Common Stock available for issuance thereunder approved by the Company’s stockholders, are described in the section entitled “Proposal No. 5: Approval of Additional Shares for Issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan” on pages 14 through 19 of the Proxy Statement, which description is incorporated herein by reference.

     

    Item 5.07 – Submission of Matters to a Vote of Security Holders.

     

    The Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2025. Set forth below are the voting results of the five proposals considered and voted upon at the Annual Meeting, all of which were described in the Proxy Statement.

     

    PROPOSAL NO. 1 To elect the four nominees for director named below to the Board of Directors to hold office until the 2028 Annual Meeting of Stockholders

     

        For   Withheld   Broker Non-Votes
    Carlos Aued   84,498,575   5,685,044   6,044,086
    Kevin Comolli   73,130,916   17,052,703   6,044,086
    John J. Gavin Jr.   79,447,700   10,735,919   6,044,086
    Fred van den Bosch   82,913,686   7,269,933   6,044,086

     

    PROPOSAL NO. 2 Advisory vote to approve the Company’s executive compensation, as disclosed in the Proxy Statement

     

    For

     

    Against

      Abstain  

    Broker Non-Votes

    75,583,232   14,535,907   64,480   6,044,086

     

    PROPOSAL NO. 3 To ratify the appointment by the Audit Committee of the Board of Directors of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025

     

    For

     

    Against

     

    Abstain

     

    Broker Non-Votes

    92,167,280   4,024,972   35,453   -

     

    PROPOSAL NO. 4 To approve the Varonis Systems, Inc. 2025 Employee Stock Purchase Plan

     

    For

     

    Against

     

    Abstain

     

    Broker Non-Votes

    89,484,902   686,996   11,721   6,044,086

     

    PROPOSAL NO. 5 To approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan

     

    For

     

    Against

     

    Abstain

     

    Broker Non-Votes

    77,068,231   13,073,511   41,877   6,044,086

     

     

     

    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 hereunto duly authorized.

     

        VARONIS SYSTEMS, INC.
         
    Dated: June 6, 2025   By: /s/ Guy Melamed                                              
        Name: Guy Melamed
        Title: Chief Financial Officer and Chief Operating Officer

     

     

     

     

     

     

     

     

     

     

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