Varonis Systems (VRNS) Proxy filing summary

Executive summary

• Merger agreement dated Oct. 15, 2026, contemplates acquisition by Proofpoint to combine complementary security technologies into a data, AI and collaboration security platform.

• Closing is expected in H1 2027, subject to approvals; until closing, both businesses will operate independently, and the acquired business would cease to be publicly traded after closing.

• Plans after closing include uniting capabilities to accelerate customer offerings; communications also describe potential for a future return to public markets.

Voting matters and shareholder proposals

• A special stockholder meeting and proxy statement are planned to seek approval of the transaction; stockholder adoption of the merger agreement is a closing condition.

• No proxy solicitation had commenced as of the communication; it was not an offer to purchase or solicitation of an offer to sell securities.

Board of directors and corporate governance

• Yaki Faitelson, CEO, co-founder and Chairman, presented the transaction rationale; certain directors and executive officers may be deemed participants in the proxy solicitation.