Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 26, 2018


(Exact Name of Registrant as Specified in its Charter)


Delaware 001-36324 57-1222280
(State or Other Jurisdiction of
(Commission File Number) (IRS Employer Identification


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)


(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          ☐


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 2018 Annual Meeting of Stockholders of Varonis Systems, Inc. (the “Company”) held on April 26, 2018, there were present, in person or by proxy, 23,956,268 shares of the Company’s common stock, which represented approximately 84.68% of the shares entitled to vote and constituted a quorum.


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 March 16, 2018 (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 2021 Annual Meeting of Stockholders


  For   Withheld   Broker Non-Votes   % of Votes Supporting
Gili Iohan 18,818,787   1,689,018   3,448,463   91.76%
Ofer Segev 19,440,647   1,067,158   3,448,463   94.80%
Rona Segev-Gal 19,107,126   1,400,679   3,448,463   93.17%



PROPOSAL NO. 2 Advisory vote to approve the Company’s executive compensation, as disclosed in the Proxy Statement


For   Against   Abstain   Broker Non-Votes   % of Votes Supporting
19,087,857   1,320,543   99,405   3,448,463   93.52%



PROPOSAL NO. 3 Advisory vote on the frequency of holding an advisory vote on executive compensation


One Year   Two Years   Three Years   Abstain   Broker Non-Votes
20,246,824   154,402   32,456   74,123  



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, 2018


For   Against   Abstain   Broker Non-Votes   % of Votes Supporting
23,580,077   348,876   27,315     98.54%






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.



Dated: May 2, 2018 By: /s/ Yakov Faitelson  
  Name:  Yakov Faitelson  
  Title:    Chief Executive Officer and President