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 3, 2024
 
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.)

1250 Broadway, 28th Floor
New York, NY
  
10001
 
(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 5.07 – Submission of Matters to a Vote of Security Holders.
 
Varonis Systems, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 3, 2024. Set forth below are the voting results of the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 19, 2024 (the “Proxy Statement”).

PROPOSAL NO. 1 To elect the three nominees for director named below to the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders

 
For
  
Withheld
  
Broker Non-Votes
Gili Iohan
78,626,754
  
17,519,665
  
4,811,209
Rachel Prishkolnik
93,926,949
  
2,219,470
  
4,811,209
Ofer Segev
92,779,609
  
3,366,810
  
4,811,209

PROPOSAL NO. 2 Advisory vote to approve the frequency of future votes to approve executive compensation, as disclosed in the Proxy Statement

1 Year
  
2 Years
  
3 Years
  
Abstain
  
Broker Non-Votes
94,509,209
  
50,498
  
1,480,496
  
106,216
  
4,811,209

Based on the results of the vote, and consistent with the Board of Directors’ recommendation, the Board of Directors of the Company has determined that future non-binding votes of shareholders to approve the compensation of the named executive officers will be submitted annually to the Company’s shareholders until the next non-binding shareholder vote on the frequency of shareholder votes to approve executive compensation, or until the Board of Directors otherwise determines a different frequency for such non-binding votes.

PROPOSAL NO. 3 Advisory vote to approve the Company’s executive compensation, as disclosed in the Proxy Statement

For
  
Against
  
Abstain
  
Broker Non-Votes
91,708,507
  
4,367,264
  
70,648
  
4,811,209

PROPOSAL NO. 4 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, 2024

For
  
Against
  
Abstain
  
Broker Non-Votes
98,347,335
  
2,555,141
  
55,152
  
-

PROPOSAL NO. 5 To approve the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan

For
  
Against
  
Abstain
  
Broker Non-Votes
85,741,582
  
10,346,931
  
57,906
  
4,811,209

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
  
Description
 
Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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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 5, 2024
By:
/s/ Guy Melamed
  
 
Name:  Guy Melamed
 
Title:  Chief Financial Officer and Chief Operating Officer


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