Varonis stockholders approve 6.4M share increase in 2023 equity plan at annual meeting

VARONIS SYSTEMS INC

Four directors reelected: Faitelson, Mendoza, Kess, Korkus with majorities ~84M-86M votes.
Advisory vote on exec compensation passed (83.1M for, 8.0M against, 0.1M abstain).
Ratification of EY as auditor for FY2026 approved (96.2M for, 3.9M against).
Additional 6,402,279 shares authorized under Amended 2023 Omnibus Equity Incentive Plan (81.4M for, 9.7M against).

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

VARONIS SYSTEMS INC shareholders approved Advisory vote to approve the Company's executive compensation, as disclosed in the Proxy Statement at the 2026-06-01 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2026-06-01

Exact text from the filing

PROPOSAL NO. 2 Advisory vote to approve the Company's executive compensation, as disclosed in the Proxy Statement For Against Abstain Broker Non-Votes 83,058,191 7,994,373 114,288 9,029,268

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

VARONIS SYSTEMS INC shareholders approved To approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan at the 2026-06-01 meeting.

Proposal: equity plan
Outcome: passed
Meeting: 2026-06-01

Exact text from the filing

PROPOSAL NO. 4 To approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan For Against Abstain Broker Non-Votes 81,381,236 9,715,526 70,090 9,029,268

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

VARONIS SYSTEMS INC shareholders approved To elect the four nominees for director named below to the Board of Directors to hold office until the 2029 Annual Meeting of Stockholders at the 2026-06-01 meeting.

Proposal: director election
Outcome: passed
Meeting: 2026-06-01

Exact text from the filing

PROPOSAL NO. 1 To elect the four nominees for director named below to the Board of Directors to hold office until the 2029 Annual Meeting of Stockholders For Withheld Broker Non-Votes Yakov Faitelson 84,726,187 6,440,665 9,029,268 Thomas Mendoza 86,087,842 5,079,010 9,029,268 Avrohom J. Kess 83,030,783 8,136,069 9,029,268 Ohad Korkus 85,200,709 5,966,143 9,029,268

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

VARONIS SYSTEMS INC shareholders approved 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, 2026 at the 2026-06-01 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2026-06-01

Exact text from the filing

PROPOSAL NO. 3 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, 2026 For Against Abstain Broker Non-Votes 96,222,394 3,931,624 42,102 -

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VARONIS SYSTEMS INC filing history →

Source: SEC EDGAR

accession 0001171843-26-003887

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