VARONIS SYSTEMS INC

For the period ended Jun 3, 2024. Filed Apr 19, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 3, 2024 · Filed Apr 19, 2024

VRNS$48.80+0.1%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

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, U.S. Territories and Canada, call toll-free	1-800-690-6903	Refer to voting instruction form.
Mail	Complete, sign and mail your proxy card or voting instruction form in the self-addressed envelope provided to you.
Virtually	Vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/VRNS2024	Refer to voting instruction form.

Board Nominees

You are being asked to vote on the following three nominees for directors to serve in Class I, with a term expiring at the 2027 Annual Meeting of Shareholders. Information about each director’s experiences, qualifications, attributes and skills can be found in the section below titled “Proposal No. 1: Election of Directors”.

Name · · · Age · · · DirectorSince · · · Independent · · · Committee Memberships
· AC · · · CC · · · NCGC · · · TC
Gili Iohan	48	2017	Yes
Rachel Prishkolnik	56	2021	Yes
Ofer Segev	64	2015	Yes

AC: Audit Committee					- Committee Chairperson
CC: Compensation Committee
NCGC: Nominating and Corporate Governance Committee
TC: Technology Committee

CORPORATE GOVERNANCE HIGHLIGHTS

• 10 of our 11 Directors are independent • Independent Lead Director• Our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee consist solely of independent directors• Approximately 55% of directors are gender and/or ethnically diverse, including two female directors• Robust risk oversight by Board and committees• Executive sessions of independent directors			• At least 75% average Board and committee meeting attendance for each director in 2023• Focus on board refreshment, with 60% of the Company’s independent directors having served nine years or fewer, and more than 25% of the Company’s directors having joined since 2021• Annual Board and Board committee self-evaluations• No shareholder rights plan or “poison pill”• Single class of shares so that all shareholders have an equal vote			• Comprehensive code of ethics and business conduct and corporate governance guidelines (“Corporate Governance Guidelines”) • Compensation “claw-back” policy • Stock ownership guidelines for directors and executive officers • Policy prohibiting hedging and pledging of shares owned by directors, executive officers and employees

Board Skills and Experience

Our Board takes a holistic approach to building its composition with directors who collectively add significant value to the Company’s strategic decisions and who enable the Board as a whole to provide oversight of management and accountability to our shareholders. The Board and the Nominating and Corporate Governance Committee believe the skills, qualities, attributes, experience and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our shareholders.

Board Diversity Matrix

The Nominating and Corporate Governance Committee and the Board seek candidates with a broad diversity of knowledge, experience and demonstrated expertise in areas of importance to our Company. In addition, although the Company has no formal policy with respect to the consideration of traditional diversity factors such as race and gender in the nominating process, the Company is disclosing its Board Diversity Matrix in compliance with Nasdaq Rule 5606(a) – as well as certain additional diversity categories listed below the matrix – to reflect the diverse attributes that the Company values on its Board.

Board Diversity Matrix (as of April 19, 2024)
Total Number of Directors	11
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	9	–	–
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

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.