Varonis Systems (VRNS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 1, 2026, and will be held virtually, with shareholders able to vote online, by phone, or by mail.

• Key business includes electing four Class III directors, an advisory vote on executive compensation, ratifying the external auditor, and approving additional shares for the equity incentive plan.

• The company completed its SaaS transition in 2025, with 86% of ARR from SaaS and significant product innovation and acquisitions.

Voting matters and shareholder proposals

• Four Class III director nominees are up for election for terms expiring in 2029.

• Advisory vote on executive compensation (say-on-pay) is proposed.

• Ratification of Kost Forer Gabbay & Kasierer (E&Y) as independent auditor for 2026.

• Approval of 6,402,279 additional shares for the 2023 Omnibus Equity Incentive Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 members, with 10 independent directors and robust committee structure.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Technology.

• Board diversity, regular self-evaluations, and no poison pill or dual-class shares.

• Stock ownership guidelines, claw-back, and anti-hedging policies in place.

• Lead independent director role established due to non-independent Chairman.