Varonis Systems Sets Annual Meeting Date, Director Nominees
Ticker: VRNS · Form: 8-K · Filed: Jun 5, 2024 · CIK: 1361113
| Field | Detail |
|---|---|
| Company | Varonis Systems Inc (VRNS) |
| Form Type | 8-K |
| Filed Date | Jun 5, 2024 |
| Risk Level | low |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: annual-meeting, corporate-governance, auditor-ratification
Related Tickers: VRNS
TL;DR
Varonis holding annual meeting July 17th for director votes & auditor ratification.
AI Summary
On June 3, 2024, Varonis Systems, Inc. filed an 8-K report indicating that the company's annual meeting of stockholders will be held on July 17, 2024. During this meeting, stockholders will vote on the election of two Class II directors, Mr. Yechiel (Yaki) Nagar and Mr. David R. Rowley, for a term of three years. Additionally, stockholders will vote on the ratification of the appointment of Ernst & Young LLP as Varonis's independent registered public accounting firm for the fiscal year ending December 31, 2024.
Why It Matters
This filing informs shareholders about the upcoming annual meeting where key decisions regarding board composition and auditor ratification will be made, impacting corporate governance and financial oversight.
Risk Assessment
Risk Level: low — The filing is routine and concerns the scheduling of an annual meeting and standard corporate governance matters.
Key Players & Entities
- Varonis Systems, Inc. (company) — Registrant
- July 17, 2024 (date) — Annual Meeting Date
- Yechiel (Yaki) Nagar (person) — Director Nominee
- David R. Rowley (person) — Director Nominee
- Ernst & Young LLP (company) — Independent Registered Public Accounting Firm
- December 31, 2024 (date) — Fiscal Year End
FAQ
When is Varonis Systems, Inc.'s annual meeting of stockholders scheduled to take place?
The annual meeting of stockholders is scheduled for July 17, 2024.
Who are the Class II director nominees for Varonis Systems, Inc.?
The Class II director nominees are Mr. Yechiel (Yaki) Nagar and Mr. David R. Rowley.
What is the term for which the Class II directors are being elected?
The Class II directors are being elected for a term of three years.
What action will stockholders take regarding the company's independent auditor?
Stockholders will vote on the ratification of the appointment of Ernst & Young LLP as Varonis's independent registered public accounting firm.
For which fiscal year is Ernst & Young LLP being proposed as the independent auditor?
Ernst & Young LLP is being proposed as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
Filing Stats: 734 words · 3 min read · ~2 pages · Grade level 13.2 · Accepted 2024-06-05 16:45:39
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share VRNS The NASDAQ Stock Mar
Filing Documents
- ef20030630_8k.htm (8-K) — 47KB
- ef20030630_ex10-1.htm (EX-10.1) — 110KB
- 0001140361-24-029018.txt ( ) — 317KB
- vrns-20240603.xsd (EX-101.SCH) — 4KB
- vrns-20240603_lab.xml (EX-101.LAB) — 21KB
- vrns-20240603_pre.xml (EX-101.PRE) — 16KB
- ef20030630_8k_htm.xml (XML) — 4KB
07 – Submission of Matters to a Vote of Security Holders
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
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
SIGNATURES
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 3