Varonis Systems Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four Class III director nominees to serve three-year terms expiring at the 2029 Annual Meeting.

2. 2

   Non-Binding Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal is an annual, non-binding advisory 'say-on-pay' request asking shareholders to approve the overall compensation paid to the Company’s named executive officers as described in the proxy. Management seeks shareholder approval to validate its pay philosophy—emphasizing a high proportion of at-risk, equity-based compensation and performance-linked cash incentives that align executive incentives with long-term shareholder value—pointing to the Compensation Discussion and Analysis and detailed compensation tables for disclosure. The Company describes its program as designed to motivate and reward performance while reflecting the complexity of the Company’s SaaS transition, and highlights features such as generous but performance-conditioned PSUs, multi-year vesting, and capped payouts to limit excessive risk-taking. The vote is advisory and not binding, but management says the Compensation Committee will consider the vote’s outcome and engage with investors if meaningful opposition arises; the filing notes prior shareholder outreach and that 84% supported the 2025 program. For institutional investors and governance analysts, the key issues are the balance between retention (long-term RSUs/PSUs and CEO vesting conditions), pay-for-performance alignment (metrics tied to ARR, free cash flow and margins), disclosure clarity, and the Board’s responsiveness to shareholder feedback. The Board recommends a vote FOR the proposal, arguing the plan aligns management and shareholder interests and supports long-term value creation, while acknowledging that any significant negative vote would prompt further engagement and potential adjustments.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global Limited) as the Company’s independent registered public accounting firm for fiscal year 2026.

4. 4

   Approval of Additional Shares for Issuance Under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan

   ManagementBoard: FOR

   Approve an increase of 6,402,279 shares to the 2023 Omnibus Equity Incentive Plan to permit additional equity awards to employees, directors and consultants.

   More detail

   This management proposal seeks shareholder approval to increase the reserve under the 2023 Omnibus Equity Incentive Plan by 6,402,279 shares, raising the available post-approval pool to 6,544,892 shares (assuming no interim grants). Management frames the request as necessary to attract, motivate and retain employees and directors during a strategic transition to a SaaS business model and to preserve equity compensation as a primary retention and alignment tool. The proposal provides concrete figures (current reserve of 142,613 shares, closing price on April 6, 2026 of $23.68, historical burn rates and overhang estimates) and states the Board’s belief that the increase should be sufficient for at least one year while acknowledging forecast uncertainty tied to hiring, award mix, and M&A activity. The 2023 Plan includes governance features intended to limit dilution and poor practices (one-year minimum vesting with limited exceptions, no liberal share recycling for option exercises, no repricing without shareholder approval, no excise tax gross-ups, director compensation caps, and dividend restrictions), which the company highlights to mitigate shareholder concerns. The Board recommends a vote FOR the Increase because failing to approve it could hamper competitiveness for talent and force more cash-based compensation, negatively affecting earnings; conversely, approving the Increase supports retention, alignment of executive and employee incentives with shareholder outcomes, and operational flexibility for the Compensation Committee. Investors evaluating this proposal should weigh the dilution and overhang implications against retention and pay-for-performance alignment, and consider the disclosed governance guardrails, historical burn rates, and the Company’s communication that the increase is intended to cover roughly one year of anticipated equity needs.

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When is the Varonis Systems Inc 2026 annual meeting?

Varonis Systems Inc (VRNS) holds its 2026 annual shareholder meeting on Monday, June 1, 2026.

What is the record date for the Varonis Systems Inc 2026 meeting?

The record date for the Varonis Systems Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Varonis Systems Inc's 2026 meeting?

The board is presenting 4 director nominees at the Varonis Systems Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Varonis Systems Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Varonis Systems Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.