VARONIS SYSTEMS INC — Proxy Solicitation & Information Statement 2017

Mar 24, 2017

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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

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VARONIS SYSTEMS, INC.

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(Name of Registrant as Specified In Its Charter)

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***** Exercise Your Right to Vote *****

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 05, 2017

| VARONIS SYSTEMS, INC. | Meeting Information — Meeting Type: Annual Meeting | | | --- | --- | --- | | | For holders as of: March 06, 2017 | | | | Date: May 05, 2017 | Time: 10:00 AM EDT | | | Location: Skadden, Arps, Slate, Meagher & Flom LLP | | | | Four Times Square | | | | New York, NY 10036 | | | VARONIS SYSTEMS, INC. 1250 BROADWAY, 29TH FLOOR NEW YORK, NY 10001 | You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). | | | | We encourage you to access and review all of the important information contained in the proxy materials before voting. | | | | See the reverse side of this notice to obtain proxy materials and voting instructions. | |

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— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Form 10-K 2. Notice & Proxy Statement
How to View Online:
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| Voting

Items
The Board
of Directors recommends you vote
FOR the following:
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.
	Nominees
01 Yakov Faitelson	02 Ohad Korkus	03 Thomas F. Mendoza
The Board
of Directors recommends you vote FOR the following proposals:
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.
3.	To conduct any other business properly brought
before the meeting.

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