EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2
Exhibit 99.2

CYBERARK SOFTWARE LTD.
C/O PROXY SERVICES
P.O. BOX 9142
FARMINGDALE, NY 11735
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
 
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D87164-P76795
KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
CYBERARK SOFTWARE LTD.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 1.
(1) To re-elect each of Gadi Tirosh and Amnon Shoshani, and to elect Avril England, each for a term of approximately three years as a Class II director of the Company, until the Company’s annual general meeting of shareholders to be held in 2025 and until his or her respective successor is duly elected and qualified;
(2) To re-elect François Auque for a term of approximately two years as a Class I director of the Company, until the Company’s annual general meeting of shareholders to be held in 2024 and until his successor is duly elected and qualified;
 
 
 
 
 
 
 
 
 
 
 
 
 
 For
Against
Abstain
 

For
Against
Abstain
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 
 
 1a.
Gadi Tirosh
 
 
 
 ☐ ☐ ☐
 
 3.
To authorize, in accordance with the requirements of the Companies Law, the Company’s Chairman of the Board and Chief Executive Officer, Ehud (Udi) Mokady, to continue serving as the Chairman of the Board and the Company’s Chief Executive Officer, for a period of two years;
☐
☐
☐
 
 
 
 
 
 
 
 


 
 


 
    1b.
Amnon Shoshani
       ☐ ☐
☐
   

 
 
 

 
 
 


 
 


 
 
1c.
Avril England
 
 
 
 
 ☐ ☐ ☐
 
 


 
 
 

 
 
 


 
 

Yes No
 
 
1d.
François Auque
 
 
 
 
 ☐ ☐ ☐
 
 
 3a.
Please confirm that you are entitled to vote on Proposal 3 such that your vote will be counted by the Company.
 ☐ ☐

 
 

 
 
 


 
 



 
 2.
To approve a compensation policy for the Company’s executives and directors, in accordance with the requirements of the Israeli Companies Law, 5759-1999 (the “Companies Law”);
 
 ☐ ☐ ☐
 

 


 
 
 


 
 
IMPORTANT: YOUR VOTE WILL ONLY BE COUNTED IF YOU MARK “YES.”
 
 
 
 
 
 


 



                Yes No
 




   
2a.
Please confirm that you are entitled to vote on Proposal 2 such that your vote will be counted by the Company.
   ☐ ☐
 
We believe that shareholders should generally mark “YES.”
The only exception, to our knowledge, applicable to this proposal 3 under Israeli law is our CEO, his relatives and their affiliates (for a detailed definition of “personal interest” under Israeli law, please see our Proxy Statement).


 
 
 
 
 
 
 
 


 



 
IMPORTANT: YOUR VOTE WILL ONLY BE COUNTED IF YOU MARK “YES.”
  


   

 
     

   



     

          For 
Against 
Abstain 
   
We believe that shareholders should generally mark “YES.”
The only exception, to our knowledge, applicable to this proposal 2 under Israeli law is our directors, officers, their relatives and their affiliates (for a detailed definition of “personal interest” under Israeli law, please see our Proxy Statement).
  

    4.
To approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2022 and until the Company’s 2023 annual general meeting of shareholders, and to authorize the Board of Directors of the Company (the “Board”) to fix such accounting firm’s annual compensation.
 ☐ ☐ ☐
                         
                   


                   


   
Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer.
      
           
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                      
   
Signature [PLEASE SIGN WITHIN BOX]
Date
                
Signature (Joint Owners)
 Date      

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:
The Notice and Proxy Statement, Annual Report and Form 20-F are available at www.proxyvote.com.
 
D87165-P76795
 
CYBERARK SOFTWARE LTD.
 
PROXY FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 28, 2022
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Josh Siegel, Donna Rahav and Meital Koren, and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote, on behalf of the undersigned, all the Ordinary Shares of CyberArk Software Ltd. (the "Company") that the undersigned is/are entitled to vote at the close of business on May 20, 2022, at the Annual General Meeting of Shareholders (the "Meeting"), to be held at the executive offices of the Company, 9 Hapsagot St., Park Ofer B, Petach-Tikva, Israel, on June 28, 2022 at 4:00 p.m. (Israel Time), and at any and all adjournments or postponements thereof, on the following matters, which are more fully described in the Proxy Statement (the "Proxy Statement") relating to the Meeting.
 
The undersigned acknowledges receipt of the Proxy Statement relating to the Meeting.
 
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is given with respect to any of the proposals for the Meeting, this Proxy will be voted "FOR" with respect to each of the Proposals, and in such manner as the holder of the Proxy determines with respect to any other business as may properly come before the Meeting or all and any adjournments or postponements thereof.
 
Any and all proxies heretofore given by the undersigned are hereby revoked.
 
Continued and to be signed on reverse side