Varonis Systems Inc. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>Varonis Systems, Inc. will hold its 2024 Annual Meeting virtually on June 3, 2024, with key votes including director elections and executive compensation.</b>

AI Summary

VARONIS SYSTEMS INC (VRNS) filed a Proxy Statement (DEF 14A) with the SEC on April 19, 2024. The 2024 Annual Meeting of Shareholders for Varonis Systems, Inc. will be held virtually on June 3, 2024, at 10:00 a.m. EDT. Shareholders will vote on electing three Class I director nominees. A non-binding advisory vote will be held on the frequency of future executive compensation approvals. Shareholders will also vote on approving the compensation of named executive officers and the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan. The appointment of Kost Forer Gabbay & Kasierer as the independent registered public accounting firm for 2024 will be ratified.

Why It Matters

For investors and stakeholders tracking VARONIS SYSTEMS INC, this filing contains several important signals. The virtual format ensures all shareholders have the same participation rights as an in-person meeting, maintaining accessibility. The meeting agenda includes critical governance and compensation-related proposals, requiring shareholder input for company direction and oversight.

Risk Assessment

Risk Level: low — VARONIS SYSTEMS INC shows low risk based on this filing. The filing is a routine proxy statement detailing the agenda for the annual shareholder meeting and does not contain new financial or operational information that would indicate significant risk.

Analyst Insight

Shareholders should review the proxy materials carefully to understand the proposals and cast their votes on director nominees, executive compensation, and equity plans.

Key Numbers

• 3 — Class I Director Nominees (Number of director nominees to be elected)
• 1 YEAR — Executive Compensation Vote Frequency (Recommended frequency for advisory vote on executive compensation)
• 2024 — Independent Auditor Year (Year for which the accounting firm is appointed)
• 2023 — Omnibus Equity Incentive Plan Year (Year of the Omnibus Equity Incentive Plan being amended and restated)

Key Players & Entities

• Varonis Systems, Inc. (company) — Registrant Name
• June 3, 2024 (date) — Date of Annual Meeting
• 10:00 a.m. EDT (time) — Time of Annual Meeting
• Kost Forer Gabbay & Kasierer (company) — Independent Registered Public Accounting Firm
• Ernst & Young Global Limited (company) — Member Firm of Independent Auditor
• 2024 (date) — Fiscal Year for Accounting Firm Appointment
• 1250 Broadway, 28th Floor New York, NY 10001 (address) — Company Address
• 877-292-8767 (phone) — Business Phone Number

FAQ

Industry Context

Varonis Systems, Inc. operates in the software industry, specifically focusing on data security and analytics solutions.

Regulatory Implications

The filing is a Schedule 14A (DEF 14A) under the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the proposals related to executive compensation and the equity incentive plan before voting.
3. Vote by the specified deadline, either online or by mail, to ensure your shares are represented at the annual meeting.

Key Dates

• 2024-06-03: 2024 Annual Meeting of Shareholders — Shareholders will vote on key proposals including director elections and executive compensation.

Year-Over-Year Comparison

This filing is a definitive proxy statement (DEF 14A) for the 2024 Annual Meeting, similar in nature to previous proxy filings which outline shareholder meeting agendas and proposals.

Filing Documents

• ny20024109x1_def14a.htm (DEF 14A) — 1941KB
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• 0001140361-24-020656.txt (&nbsp;) — 9114KB
• vrns-20240603.xsd (EX-101.SCH) — 5KB
• vrns-20240603_def.xml (EX-101.DEF) — 5KB
• vrns-20240603_lab.xml (EX-101.LAB) — 10KB
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• ny20024109x1_def14a_htm.xml (XML) — 201KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32 COMPENSATION DISCUSSION AND ANALYSIS 34 REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 46

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 47 DIRECTOR COMPENSATION 52 CHIEF EXECUTIVE OFFICER PAY RATIO 53 PAY VERSUS PERFORMANCE 54 EQUITY COMPENSATION PLAN INFORMATION 57 TRANSACTIONS WITH RELATED PERSONS 57 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING 59 OTHER MATTERS 62 APPENDIX A – AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN (REFLECTING PROPOSED AMENDMENT) A-1 APPENDIX B – NON-GAAP RECONCILIATION B-1 ii TABLE OF CONTENTS PROXY STATEMENT SUMMARY This Proxy Statement is being furnished to the shareholders of Varonis Systems, Inc., a Delaware corporation, in connection with the solicitation of proxies by our Board of Directors for use at the 2024 Annual Meeting of Shareholders to be held at the date and place detailed below. This summary highlights information about the Company and certain information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting. 2024 ANNUAL MEETING OF SHAREHOLDERS Place : www.virtualshareholdermeeting.com/VRNS2024 Date : June 3, 2024 Record Date : April 8, 2024 Time : 10:00 a.m., Eastern Daylight Time Voting Matters and Board Recommendations Proposal Board Vote Recommendation Page Proposal 1 – Election of Directors FOR each of the nominees 5 Proposal 2 – Advisory Vote to Approve Frequency of Future Votes to Approve Executive Compensation FOR 1 YEAR 9 Proposal 3 – Advisory Vote to Approve Executive Compensation FOR 10 Proposal 4 – Auditor Ratification Proposal FOR 11 Proposal 5 – Approval of Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan FOR 13 Casting Your Vote How to Vote Shareholders of Record (Shares registered in your name with Varonis's transfer agent) Street Name Holders (Shares held through a Broker, Bank or Other Nominee) Internet Visit the applicable voting website www.proxyvote.com www.proxyvote.com Telephone Within the United States,

: Gender Identity

Part I: Gender Identity Directors 2 9 – –

: Demographic Background

Part II: Demographic Background African American or Black – – – – Alaskan Native or Native American – – – – Asian – – – – Hispanic or Latinx – 1 – – Native Hawaiian or Pacific Islander – – – – White 2 8 – – Two or More Races or Ethnicities – – – – LGBTQ+ – Did Not Disclose Demographic Background – Directors who identify as Middle Eastern: 4 4 TABLE OF CONTENTS PROPOSALS REQUIRING YOUR VOTE PROPOSAL NO. 1: ELECTION OF DIRECTORS Pursuant to our Amended and Restated Certificate of Incorporation, the Board of Directors is divided into three classes. We refer to these classes as Class I, Class II and Class III, with members of each class holding office for staggered three-year terms. The terms of our directors will expire upon the election and qualification of successor directors (which may be incumbent directors) as follows: for Class I directors, at the Annual Meeting; for Class II directors, at the 2025 Annual Meeting of Shareholders; and for Class III directors, at the 2026 Annual Meeting of Shareholders. The Board of Directors presently has 11 members. As stated above, the term of each of the three Class I directors expires at the Annual Meeting. If elected at the Annual Meeting, each of the director nominees will serve until the 2027 Annual Meeting of Shareholders and until a successor has been duly elected and qualified, or, if sooner, until the director's death, resignation or removal. Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative "for" votes will be elected. Each person nominated for election has consented to being named in this Proxy Statement and to serve if elected. The nominees are not being nominated pursuant to any arrangement or understanding with any person. Shares represented by executed proxies will be voted, if authority to do so is not withheld, "for" the ele

View Full Filing

View this DEF 14A filing on SEC EDGAR