VARONIS SYSTEMS INC 8-K

What Happened

• Varonis Systems Inc. (VRNS) filed an 8‑K on June 2, 2026 reporting the outcomes of its June 1, 2026 Annual Meeting of Stockholders. The company disclosed the election of four directors, approval of an advisory vote on executive compensation, ratification of its auditor, and shareholder approval to increase shares available under its Amended and Restated 2023 Omnibus Equity Incentive Plan by 6,402,279 shares.

Key Details

• Director elections (terms to run until the 2029 Annual Meeting):
  • Yakov Faitelson: For 84,726,187; Withheld 6,440,665; Broker non‑votes 9,029,268
  • Thomas Mendoza: For 86,087,842; Withheld 5,079,010; Broker non‑votes 9,029,268
  • Avrohom J. Kess: For 83,030,783; Withheld 8,136,069; Broker non‑votes 9,029,268
  • Ohad Korkus: For 85,200,709; Withheld 5,966,143; Broker non‑votes 9,029,268
• Advisory vote on executive compensation (Proposal 2): Approved — For 83,058,191; Against 7,994,373; Abstain 114,288; Broker non‑votes 9,029,268.
• Auditor ratification (Proposal 3): Kost Forer Gabbay & Kasierer (member of EY) ratified — For 96,222,394; Against 3,931,624; Abstain 42,102.
• Equity plan increase (Proposal 4): Approved additional 6,402,279 shares for the Amended and Restated 2023 Omnibus Equity Incentive Plan — For 81,381,236; Against 9,715,526; Abstain 70,090; Broker non‑votes 9,029,268. The plan amendment details are described in the proxy (pages 10–15) and incorporated by reference.

Why It Matters

• Board continuity: Re‑election of all four nominees maintains current governance and strategic continuity through 2029.
• Compensation and governance: The advisory approval of executive pay and ratification of the auditor reduce near‑term governance uncertainty.
• Equity dilution potential: Approval of 6,402,279 additional shares increases the pool available for equity awards, which can affect future dilution and employee retention incentives. Investors should watch future disclosures for actual grant activity and any impact on share count or dilution.