VARONIS SYSTEMS INC

For the period ended Jun 1, 2026. Filed Apr 17, 2026.

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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 1, 2026 · Filed Apr 17, 2026

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

VARONIS SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

801 Brickell Ave

Miami, FL 33131

On behalf of the Board of Directors, I warmly invite you to attend the 2026 Annual Meeting of Shareholders of Varonis Systems, Inc., to be held at 9:00 a.m., Eastern Daylight Time, on June 1, 2026, at www.virtualshareholdermeeting.com/VRNS2026. This year, similar to last year, the meeting will be held virtually and will provide our shareholders with the same rights and opportunities to participate as they would have at an in-person meeting.

Attached to this letter are a Notice of Annual Meeting of Shareholders and Proxy Statement, which describe the business to be conducted at the meeting.

At this year’s meeting, you will be asked to:

(1)	Elect four Class III director nominees listed in the Proxy Statement;

(2)	Approve, on a non-binding, advisory basis, the compensation of our named executive officers;

(3)	Ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, as the independent registered public accounting firm of the Company for 2026;

(4)	Approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan; and

(5)	Consider such other business as may properly come before the 2026 Annual Meeting of Shareholders and any adjournments or postponements thereof.

The Board of Directors recommends that you vote FOR each of the nominees listed in the Proxy Statement and FOR items 2, 3, and 4.

Your vote is important. We encourage you to vote by any of the methods described below even if you currently plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting. If you decide to attend the Annual Meeting via the internet, you can still vote your shares if you wish.

On behalf of the Board of Directors, I thank you for your cooperation and for considering the matters presented in the Proxy Statement.

Very truly yours,

Chief Executive Officer, President

and Chairman of the Board of Directors

April 17, 2026

NOTICE OF 2026 ANNUAL MEETING OF

SHAREHOLDERS AND PROXY STATEMENT

DATE AND TIME:	June 1, 2026 at 9:00 a.m., Eastern Daylight Time
PLACE:	The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) will be held in a virtual format at the following virtual meeting site: www.virtualshareholdermeeting.com/VRNS2026
ITEMS OF BUSINESS:	(1)	To elect four Class III director nominees listed in the Proxy Statement;
	(2)	To approve, on a non-binding, advisory basis, the compensation of our named executive officers;
	(3)	To ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited (“E&Y”), as the independent registered public accounting firm of the Company for 2026;
	(4)	To approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan; and
	(5)	To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
	These items of business are more fully described in the Proxy Statement accompanying this Notice of 2026 Annual Meeting of Shareholders.
WHO CAN VOTE:	The record date for the Annual Meeting is April 6, 2026. Only shareholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.
VOTING:	Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares by telephone, through the internet or by mailing your completed and signed proxy card (or voting instruction form, if you hold your shares through a broker, bank or other nominee). Even if you have voted by proxy card, you may still vote if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee, then you are the “beneficial owner of shares held in street name.” As a beneficial owner, if you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.
SHAREHOLDER LIST:	A list of the names of shareholders entitled to vote at the Annual Meeting will be available to shareholders for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting. Please contact Tim Perz, Vice President of Investor Relations, at tperz@varonis.com or at (646) 640-2112, if you wish to examine the list prior to the Annual Meeting. The shareholder list will also be available during the Annual Meeting for examination by any shareholder at www.virtualshareholdermeeting.com/VRNS2026.

By Order of the Board of Directors,

Vice President, General Counsel

and Corporate Secretary

April 17, 2026

Miami, FL

Important notice regarding the availability of Proxy materials for the meeting to be held virtually on June 1, 2026 at 9:00 a.m., Eastern Daylight Time atwww.virtualshareholdermeeting.com/VRNS2026.

This Notice of the 2026 Annual Meeting of Shareholders of Varonis Systems Inc. (“we”, “us”, “Varonis”, or the “Company”) and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about April 17, 2026, and the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

2025 FINANCIAL BUSINESS HIGHLIGHTS

In 2025, Varonis completed its transition to a SaaS delivery model and finished the year with 86% of total ARR coming from SaaS. This progress enabled the announcement of the end-of-life of our self-hosted platform. Our fully automated SaaS platform allows us to help our customers better avoid data breaches, compliance fines, and safely enable the use of AI. We continued to innovate to provide more coverage and automation and expand our platform both organically and inorganically. We finished the year with a number of key highlights including:

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