VARONIS SYSTEMS INC — Declaration of Voting Results & Voting Rights Announcements 2017

May 9, 2017

8-K 1 f8k_050917.htm FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2017

VARONIS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter)

Delaware	001-36324	57-1222280
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1250 Broadway, 29th Floor New York, NY	10001
(Address of Principal Executive Offices)	(Zip Code)

(877) 292-8767 (Registrant’s telephone number, including area code)

N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Varonis Systems, Inc. (the “Company”) held on May 5, 2017, there were present, in person or by proxy, 24,744,880 shares of the Company’s common stock, which represented approximately 91.24% of the shares entitled to vote and constituted a quorum.

Set forth below are the voting results of the two proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy, filed with the Securities and Exchange Commission on March 24, 2017.

PROPOSAL NO. 1 To elect the three nominees for director named below to the Board of Directors to hold office until the 2020 Annual Meeting of Stockholders

	For	Withheld	% of Votes Supporting
Yakov Faitelson	19,678,664	1,173,272	94.37%
Ohad Korkus	19,456,234	1,395,702	93.31%
Thomas F. Mendoza	19,931,473	920,463	95.59%

PROPOSAL NO. 2 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 the Company for the fiscal year ending December 31, 2017

For	Against	Abstain	% of Votes Supporting
24,613,043	131,154	683	99.46%

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VARONIS SYSTEMS, INC. — By:	/s/ Yakov Faitelson
Name:	Yakov Faitelson
Title:	Chief Executive Officer
and President