VARONIS SYSTEMS INC
For the period ended Dec 31, 2023. Filed Feb 6, 2024.
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FY2023 · Filed Feb 6, 2024
VRNS$48.96+0.3%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Index to Exhibits
EXHIBIT INDEX
| ExhibitNumber | Description of the Document |
| 3.1(1) | Amended and Restated Certificate of Incorporation |
| 3.2(2) | Amended and Restated Bylaws |
| 4.1 | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 |
| 4.2(3) | Indenture, dated as of May 11, 2020, by and between Varonis Systems, Inc. and U.S. Bank National Association, as Trustee (including Form of Note, representing Varonis Systems, Inc.’s 1.25% Convertible Senior Notes due 2025) |
| 10.1(4)† | Form of Indemnification Agreement between the Company and its directors and officers |
| 10.2(5)† | 2005 Stock Plan, as amended May 7, 2013 |
| 10.3(6)† | 2013 Omnibus Equity Incentive Plan |
| 10.4(7)† | 2023 Omnibus Equity Incentive Plan |
| 10.4(8)† | Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2013 Omnibus Equity Incentive Plan |
| 10.5(9)† | Forms of Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the 2013 Omnibus Equity Incentive Plan |
| 10.6(10)† | 2015 Employee Stock Purchase Plan |
| 10.7(11)† | Employment Agreement by and between the Company and Yakov Faitelson, dated as of February 10, 2014 |
| 10.8(12)† | Amendment to Employment Agreement, dated as of August 27, 2018, by and between the Company and Yakov Faitelson |
| 10.9† | Varonis Systems Severance Plan |
| 10.10(13)† | Employment Agreement, dated as of January 31, 2024, by and between the Company and Guy Melamed |
| 10.11(14)† | Employment Agreement, dated as of January 31, 2024, by and between Varonis Systems Ltd. and Guy Melamed |
| 10.13(15)† | Employment Agreement, dated as of February 10, 2014, by and between the Company and James O’Boyle |
| 10.14(16)† | Amendment to Employment Agreement, dated as of August 27, 2018, by and between the Company and James O’Boyle |
| 10.15(17)† | Employment Agreement, dated as of February 8, 2018, by and between Varonis Systems Ltd. and David Bass |
| 10.16† | Employment Agreement, dated as of March 12, 2021, by and between the Company and Dov Gottlieb |
| 10.17(18) | Form of Confirmation for Capped Call Transactions |
| 10.18(19)† | Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2013 Omnibus Equity Incentive Plan (Israeli Employees) |
| 10.19(20)† | Forms of Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the 2013 Omnibus Equity Incentive Plan (Israeli Employees) |
| 10.20(21)† | Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2023 Omnibus Equity Incentive Plan |
| 10.21(22)† | Forms of Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the 2023 Omnibus Equity Incentive Plan |
| 10.22(23)† | Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2023 Omnibus Equity Incentive Plan (Israeli Employees) |
| 10.23(24)† | Forms of Performance-Based Restricted Stock Unit Award Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the 2023 Omnibus Equity Incentive Plan (Israeli Employees) |
| 21.1 | List of Subsidiaries |
| 23.1 | Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global |
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer and President of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Section 1350 Certification of Chief Executive Officer and President of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97 | Policy For The Recovery Of Erroneously Awarded Compensation |
| 101 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Unaudited Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) related notes to these consolidated financial statements, tagged as blocks of text and in detail |
| 104 | Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101) |
| † | Indicates management contract or compensatory plan or arrangement. |
| ** | Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing. |
| (1) | Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2014 (the “Company’s First Quarter 2014 Form 10-Q”) and incorporated herein by reference. |
| (2) | Filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on February 8, 2022 and incorporated herein by reference. |
| (3) | Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2020 and incorporated herein by reference. |
| (4) | Filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-191840) (the "IPO Registration Statement") with the SEC on February 18, 2014 and incorporated herein by reference. |
| (5) | Filed as Exhibit 10.2 to the IPO Registration Statement with the SEC on October 22, 2013 and incorporated herein by reference. |
| (6) | Filed as Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (Registration No. 333-194657) with the SEC on March 18, 2014 and incorporated herein by reference. |
| (7) | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on June 7, 2023 (File No. 001-36324) and incorporated herein by reference. |
| (8) | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2014 (the “Company’s Third Quarter 2014 Form 10-Q”) and incorporated herein by reference. |
| (9) | Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 26, 2019 and incorporated herein by reference. |
| (10) | Filed as Exhibit A of the Proxy Statement on Form DEF 14A with the SEC on March 26, 2015 and incorporated herein by reference. |
| (11) | Filed as Exhibit 10.8 to the IPO Registration Statement with the SEC on February 18, 2014 and incorporated herein by reference. |
| (12) | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2018 and incorporated herein by reference. |
| (13) | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2017 and incorporated herein by reference. |
| (14) | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2018 and incorporated herein by reference. |
| (15) | Filed as Exhibit 10.11 to the IPO Registration Statement with the SEC on February 18, 2014 and incorporated herein by reference. |
| (16) | Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2018 and incorporated herein by reference. |
| (17) | Filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2019 (the “Company’s 2018 Form 10-K”) and incorporated herein by reference. |
| (18) | Filed as Exhibit 10.1 to the company’s Current Report on Form 8-k filed with the SEC on May 11, 2020 and incorporated herein by reference. |
| (19) | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2022 and incorporated herein by reference. |
| (20) | Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2022 and incorporated herein by reference. |
| (21) | Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2023 and incorporated herein by reference. |
| (22) | Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2023 and incorporated herein by reference. |
| (23) | Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2023 and incorporated herein by reference. |
| (24) | Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2023 and incorporated herein by reference. |
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