Varonis Systems Inc. 8-K Summary
Business Context and Reporting Period
This Form 8-K reports the results of the 2024 Annual Meeting of Stockholders held by Varonis Systems, Inc. on June 3, 2024. The filing details the voting outcomes for five proposals submitted to shareholders.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. It is a corporate governance report focused on shareholder voting results.
Material Changes and Voting Results
The following proposals were voted upon at the Annual Meeting:
- Proposal 1 (Election of Directors): All three nominees (Gili Iohan, Rachel Prishkolnik, Ofer Segev) were elected. Rachel Prishkolnik received the highest "For" vote count (93,926,949), while Gili Iohan received the lowest (78,626,754).
- Proposal 2 (Say-on-Frequency): Shareholders voted to approve executive compensation frequency annually. The "1 Year" option received 94,509,209 votes.
- Proposal 3 (Say-on-Pay): The advisory vote to approve executive compensation passed with 91,708,507 "For" votes against 4,367,264 "Against" votes.
- Proposal 4 (Auditor Ratification): Shareholders ratified the appointment of Kost Forer Gabbay & Kasierer (Ernst & Young Global Limited) as the independent auditor for the fiscal year ending December 31, 2024, with 98,347,335 "For" votes.
- Proposal 5 (Equity Incentive Plan): Shareholders approved the Amended and Restated 2023 Omnibus Equity Incentive Plan with 85,741,582 "For" votes.
Guidance, Outlook, and Risks
The filing does not provide management commentary, financial guidance, outlook, or specific risk factors. It notes that the Board has determined future executive compensation votes will be submitted annually based on the shareholder vote.
Key Facts for Investor Verification
- Verify the total number of shares entitled to vote and the quorum status at the June 3, 2024 meeting.
- Review the Definitive Proxy Statement filed on April 19, 2024, for detailed descriptions of the nominees and the Equity Incentive Plan.
- Confirm the effective date and specific terms of the Amended and Restated 2023 Omnibus Equity Incentive Plan (Exhibit 10.1).
- Note that broker non-votes were present for Proposals 1, 2, 3, and 5, but not for Proposal 4.