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
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 Pursuant to § 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
Total fee paid:
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
Form, Schedule or Registration Statement No.:
Filing Party:
Date Filed:
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on April 26, 2018
Meeting Information | ||||
VARONIS SYSTEMS, INC. | Meeting Type: Annual Meeting | |||
For holders as of: February 26, 2018 | ||||
Date: April 26, 2018 | Time: 4:00 PM 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. |
— 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: | ||
Have the information that is printed in the box marked by the arrow → (located on the following page) and visit: www.proxyvote.com. | ||
How to Request and Receive a PAPER or E-MAIL Copy: | ||
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||
1) BY INTERNET: | www.proxyvote.com | |
2) BY TELEPHONE: | 1-800-579-1639 | |
3) BY E-MAIL*: | sendmaterial@proxyvote.com | |
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow → (located on the following page) in the subject line. | ||
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 15, 2018 to facilitate timely delivery. |
— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow → available and follow the instructions. |
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
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 2021 Annual Meeting of Stockholders. | |||
Nominees | ||||
01 Gili Iohan | 02 Ofer Segev | 03 Rona Segev-Gal | ||
The Board of Directors recommends you vote FOR the following proposal: | ||||
2. | Advisory vote to approve the Company's executive compensation, as disclosed in the proxy statement | |||
The Board of Directors recommends you vote 1 YEAR on the following proposal: | ||||
3. | Advisory vote on the frequency of holding an advisory vote on executive compensation. | |||
The Board of Directors recommends you vote FOR proposals 4 and 5: | ||||
4. | 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, 2018. | |||
5. | To conduct any other business properly brought before the meeting. |