Varonis Systems (VRNS) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 1, 2026, with voting open until May 31, 2026.

• Shareholders can access proxy materials online or request paper/email copies by May 18, 2026.

• Voting will be conducted virtually, allowing remote participation.

Voting matters and shareholder proposals

• Election of four Class III director nominees to serve until the 2029 annual meeting.

• Advisory vote to approve executive compensation for named executive officers.

• Ratification of Kost Forer Gabbay & Kasierer (Ernst & Young Global Limited) as independent auditor for 2026.

• Approval of additional shares for issuance under the 2023 Omnibus Equity Incentive Plan.

• Provision to address other business as may arise during the meeting.

Board of directors and corporate governance

• Four nominees for Class III director positions: Yakov Faitelson, Thomas F. Mendoza, Avrohom J. Kess, and Ohad Korkus.