8-K current report · filed Jun 2, 2026

VARONIS SYSTEMS INC (VRNS) 8-K Current Report: June 2, 2026

Short answer

VARONIS SYSTEMS INC (VRNS) filed an 8-K current report with the SEC on June 2, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders approved 6,402,279 additional common shares for the 2023 Omnibus Equity Incentive Plan.

VARONIS SYSTEMS INC 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Stockholders approved 6,402,279 additional common shares for the 2023 Omnibus Equity Incentive Plan
  • Expanded equity pool supports employee and executive compensation, but increases potential shareholder dilution
  • Terms and allocation details referenced in Proxy Statement pages 10–15

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • All four director nominees elected through the 2029 Annual Meeting, with 5.1–8.1 million withheld votes
  • Executive compensation approved: 83.1 million for versus 8.0 million against
  • Ernst & Young affiliate appointment ratified for fiscal 2026, with 96.2 million votes supporting
  • Additional shares approved for the 2023 Omnibus Equity Incentive Plan, increasing potential equity dilution

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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