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