0001171843-17-002865.txt : 20170509 0001171843-17-002865.hdr.sgml : 20170509 20170509171512 ACCESSION NUMBER: 0001171843-17-002865 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170505 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170509 DATE AS OF CHANGE: 20170509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARONIS SYSTEMS INC CENTRAL INDEX KEY: 0001361113 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 571222280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36324 FILM NUMBER: 17827498 BUSINESS ADDRESS: STREET 1: 1250 BROADWAY, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 877-292-8767 MAIL ADDRESS: STREET 1: 1250 BROADWAY, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 8-K 1 f8k_050917.htm FORM 8-K

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): May 5, 2017

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, 29th 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))

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 x

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.

At the Annual Meeting of Stockholders of Varonis Systems, Inc. (the “Company”) held on May 5, 2017, there were present, in person or by proxy, 24,744,880 shares of the Company’s common stock, which represented approximately 91.24% of the shares entitled to vote and constituted a quorum.

Set forth below are the voting results of the two proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy, filed with the Securities and Exchange Commission on March 24, 2017.

PROPOSAL NO. 1 To elect the three nominees for director named below to the Board of Directors to hold office until the 2020 Annual Meeting of Stockholders

	For	Withheld	% of Votes Supporting
Yakov Faitelson	19,678,664	1,173,272	94.37%
Ohad Korkus	19,456,234	1,395,702	93.31%
Thomas F. Mendoza	19,931,473	920,463	95.59%

PROPOSAL NO. 2 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, 2017

For		Against		Abstain		% of Votes Supporting
24,613,043		131,154		683		99.46%

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VARONIS SYSTEMS, INC.

Dated: May 9, 2017	By:	/s/ Yakov Faitelson
	Name:	Yakov Faitelson
	Title:	Chief Executive Officer and President