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VARONIS SYSTEMS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and VARONIS SYSTEMS INC.’s Form 8-K, filed 2025-06-06 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 14Reported items
  • 328Asset managers
  • 2,741Fund votes
  • 2025-06-05Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore VARONIS SYSTEMS INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by VARONIS SYSTEMS INC.

These tallies are VARONIS SYSTEMS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-06-06 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

VARONIS SYSTEMS INC. — official shareholder meeting results, meeting held 2025-06-05
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Carlos Aued 84,498,575---- 5,685,0446,044,086 Majority: yes
Elect Director: Kevin Comolli 73,130,916---- 17,052,7036,044,086 Majority: yes
Elect Director: John J. Gavin Jr. 79,447,700---- 10,735,9196,044,086 Majority: yes
Elect Director: Fred van den Bosch 82,913,686---- 7,269,9336,044,086 Majority: yes
Proposal 2: Advisory vote to approve the Company's executive compensation, as disclosed in the Proxy Statement 75,583,23214,535,90764,480 --6,044,086 Majority: yes
Proposal 3: To ratify the appointment by the Audit Committee of the Board of Directors of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, as the independent registered public accounting firm of the Company for the fiscal year ending Dec 92,167,2804,024,97235,453 ---- Majority: yes
Proposal 4: To approve the Varonis Systems, Inc. 2025 Employee Stock Purchase Plan 89,484,902686,99611,721 --6,044,086 Majority: yes
Proposal 5: To approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan 77,068,23113,073,51141,877 --6,044,086 Majority: yes

Source: VARONIS SYSTEMS INC., Form 8-K, filed with the SEC on 2025-06-06 — read the filing on EDGAR.

How asset managers voted at the VARONIS SYSTEMS INC. 2024-2025 meeting

Each item below shows how the 328 asset managers that disclosed a VARONIS SYSTEMS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of VARONIS SYSTEMS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve, on a non-binding, advisory basis, the executive compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 5 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%AGAINST 16%
FOR: 75,583,232AGAINST: 14,535,907

VARONIS SYSTEMS INC.’s own tally for this item (“Proposal 2: Advisory vote to approve the Company's executive compensation, as disclosed in the Proxy Statement”): 75,583,232 for, 14,535,907 against, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 67% for, 13% against (80% of the company cast a for/against vote).

The 309 asset managers below cast 85% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 84%AGAINST 15%
FOR: 84.3%AGAINST: 15.4%ABSTAIN: 0.0%SPLIT: 0.3%NOT VOTED: 0.0%
Largest asset managers voting on “To approve, on a non-binding, advisory basis, the executive compensation of our named executive officers.” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard13,177,786931 00For
BlackRock10,717,5741,038 00For
Fidelity5,883,6690 00For
First Trust2,721,4330 00For
RGM Capital, LLC2,706,5310 00For
GEODE CAPITAL MANAGEMENT, LLC2,676,0160 00For
SOMA EQUITY PARTNERS LP2,620,1570 00For
State Street2,580,2441,850 00For
Clearbridge Investments, LLC2,482,6690 00For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST2,331,2380 00For
Legg Mason2,091,5690 00For
Hood River Capital Management LLC02,032,369 00Against
John Hancock2,022,4280 00For
Charles Schwab4671,926,815 00Against
Voya1,918,6090 00For
Delaware/Macquarie1,891,2890 00For
Victory Capital1,882,1820 00For
Loomis Sayles79,8941,765,437 00Against
Two Sigma1,745,9970 00For
PICTET ASSET MANAGEMENT SA1,705,6980 00For
Amplify ETF Trust01,590,117 00Against
Goldman Sachs1,373,0600 00For
Stephens Investment Management Group LLC1,297,7510 00For
Columbia Threadneedle1,173,8440 00For
Manager Directed Portfolios01,163,793 00Against

Showing the 25 largest of 309 asset managers. See all 309 in the interactive database.

2. TO APPROVE THE VARONIS SYSTEMS, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN.

COMPENSATIONMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 3 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 89,484,902AGAINST: 686,996

VARONIS SYSTEMS INC.’s own tally for this item (“Proposal 4: To approve the Varonis Systems, Inc. 2025 Employee Stock Purchase Plan”): 89,484,902 for, 686,996 against, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 79% for, 0.7% against (80% of the company cast a for/against vote).

The 98 asset managers below cast 99.9% of the shares they voted on this item FOR (46,941,559 for, 14,977 against).

FOR 99.9%
FOR: 46,941,559 (100.0%)AGAINST: 14,977 (0.0%)ABSTAIN: 0 (0.0%)NOT VOTED: 45 (0.0%)
Largest asset managers voting on “TO APPROVE THE VARONIS SYSTEMS, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN.” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard12,816,7420 00For
BlackRock5,954,7350 00For
Fidelity3,815,8300 00For
First Trust2,287,0330 00For
Legg Mason2,091,5690 00For
Delaware/Macquarie1,891,2890 00For
Amplify ETF Trust1,590,1170 00For
Columbia Threadneedle1,173,8440 00For
Manager Directed Portfolios1,163,7930 00For
John Hancock1,007,9430 00For
Charles Schwab962,2910 00For
Global X803,6270 00For
Victory Capital801,1850 00For
Principal782,2360 00For
Loomis Sayles684,6140 00For
Goldman Sachs678,0950 00For
Bridge Builder Trust619,0270 00For
JPMorgan545,6980 00For
BUFFALO FUNDS524,3350 00For
Jackson National467,7950 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)461,0000 00For
TIAA434,6790 00For
Equitable365,6280 00For
FINANCIAL INVESTORS TRUST331,7460 00For
Allspring309,1900 00For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

3. TO APPROVE ADDITIONAL SHARES FOR ISSUANCE UNDER THE AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN.

COMPENSATIONMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 3 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST 15%
FOR: 77,068,231AGAINST: 13,073,511

VARONIS SYSTEMS INC.’s own tally for this item (“Proposal 5: To approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan”): 77,068,231 for, 13,073,511 against, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 68% for, 12% against (80% of the company cast a for/against vote).

The 98 asset managers below cast 87% of the shares they voted on this item FOR (40,775,958 for, 6,165,603 against).

FOR 87%13%
FOR: 40,775,958 (86.8%)AGAINST: 6,165,603 (13.1%)ABSTAIN: 14,975 (0.0%)NOT VOTED: 45 (0.0%)
Largest asset managers voting on “TO APPROVE ADDITIONAL SHARES FOR ISSUANCE UNDER THE AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQ” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard12,815,817925 00For
BlackRock5,954,7350 00For
Fidelity3,815,8300 00For
First Trust2,287,0330 00For
Legg Mason2,091,5690 00For
Delaware/Macquarie1,891,2890 00For
Amplify ETF Trust01,590,117 00Against
Columbia Threadneedle1,173,8440 00For
Manager Directed Portfolios01,163,793 00Against
John Hancock1,007,9430 00For
Charles Schwab234962,057 00Against
Global X0803,627 00Against
Victory Capital801,1850 00For
Principal782,2360 00For
Loomis Sayles0684,614 00Against
Goldman Sachs678,0950 00For
Bridge Builder Trust536,94082,087 00For
JPMorgan545,6980 00For
BUFFALO FUNDS524,3350 00For
Jackson National467,7950 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)461,0000 00For
TIAA434,6790 00For
Equitable365,6280 00For
FINANCIAL INVESTORS TRUST331,7460 00For
Allspring309,1900 00For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

4. To elect four Class II director nominees named herein to the Board of Directors to hold office until the 2028 Annual Meeting of Stockholders: Carlos Aued

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 7 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 84,498,575WITHHELD: 5,685,044

VARONIS SYSTEMS INC.’s own tally for this item (“Elect Director: Carlos Aued”): 84,498,575 for, 5,685,044 withheld, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 75% for, 5% withheld (80% of the company cast a for/withheld vote).

The 96 asset managers below cast 100% of the shares they voted on this item FOR (45,781,251 for, 0 against).

FOR 98%
FOR: 45,781,251 (97.8%)ABSTAIN: 1,036,166 (2.2%)NOT VOTED: 45 (0.0%)
Largest asset managers voting on “To elect four Class II director nominees named herein to the Board of Directors to hold office until the 2028 ” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard12,816,7420 00For
BlackRock5,954,7350 00For
Fidelity3,815,8300 00For
First Trust2,287,0330 00For
Legg Mason2,091,5690 00For
Delaware/Macquarie1,891,2890 00For
Amplify ETF Trust1,590,1170 00For
Columbia Threadneedle1,173,8440 00For
Manager Directed Portfolios1,163,7930 00For
John Hancock1,007,9430 00For
Charles Schwab962,2910 00For
Global X803,6270 00For
Victory Capital801,1850 00For
Principal571,0000 211,2360For
Loomis Sayles684,6140 00For
Goldman Sachs678,0950 00For
Bridge Builder Trust619,0270 00For
JPMorgan545,6980 00For
BUFFALO FUNDS524,3350 00For
Jackson National467,7950 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)461,0000 00For
TIAA434,6790 00For
Equitable229,8030 135,8250For
FINANCIAL INVESTORS TRUST00 331,7460Abstain
Allspring309,1900 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

5. To elect four Class II director nominees named herein to the Board of Directors to hold office until the 2028 Annual Meeting of Stockholders: Kevin Comolli

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 7 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%WITHHELD 19%
FOR: 73,130,916WITHHELD: 17,052,703

VARONIS SYSTEMS INC.’s own tally for this item (“Elect Director: Kevin Comolli”): 73,130,916 for, 17,052,703 withheld, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 65% for, 15% withheld (80% of the company cast a for/withheld vote).

The 96 asset managers below cast 100% of the shares they voted on this item FOR (40,104,788 for, 0 against).

FOR 86%ABSTAIN 14%
FOR: 40,104,788 (85.7%)ABSTAIN: 6,712,629 (14.3%)NOT VOTED: 45 (0.0%)
Largest asset managers voting on “To elect four Class II director nominees named herein to the Board of Directors to hold office until the 2028 ” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard12,815,8170 9250For
BlackRock5,954,7350 00For
Fidelity3,815,8300 00For
First Trust2,287,0330 00For
Legg Mason2,091,5690 00For
Delaware/Macquarie00 1,891,2890Abstain
Amplify ETF Trust00 1,590,1170Abstain
Columbia Threadneedle00 1,173,8440Abstain
Manager Directed Portfolios1,163,7930 00For
John Hancock1,007,9430 00For
Charles Schwab962,1950 950For
Global X00 803,6270Abstain
Victory Capital801,1850 00For
Principal571,0000 211,2360For
Loomis Sayles684,6140 00For
Goldman Sachs678,0950 00For
Bridge Builder Trust536,9400 82,0870For
JPMorgan545,6980 00For
BUFFALO FUNDS524,3350 00For
Jackson National467,7950 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)461,0000 00For
TIAA434,6790 00For
Equitable229,8030 135,8250For
FINANCIAL INVESTORS TRUST00 331,7460Abstain
Allspring309,1900 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

6. To elect four Class II director nominees named herein to the Board of Directors to hold office until the 2028 Annual Meeting of Stockholders: John J. Gavin, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 7 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%12%
FOR: 79,447,700WITHHELD: 10,735,919

VARONIS SYSTEMS INC.’s own tally for this item (“Elect Director: John J. Gavin Jr.”): 79,447,700 for, 10,735,919 withheld, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 70% for, 10% withheld (80% of the company cast a for/withheld vote).

The 96 asset managers below cast 100% of the shares they voted on this item FOR (42,240,011 for, 0 against).

FOR 90%10%
FOR: 42,240,011 (90.2%)ABSTAIN: 4,577,406 (9.8%)NOT VOTED: 45 (0.0%)
Largest asset managers voting on “To elect four Class II director nominees named herein to the Board of Directors to hold office until the 2028 ” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard12,815,8170 9250For
BlackRock5,954,7350 00For
Fidelity3,815,8300 00For
First Trust2,287,0330 00For
Legg Mason2,091,5690 00For
Delaware/Macquarie00 1,891,2890Abstain
Amplify ETF Trust00 1,590,1170Abstain
Columbia Threadneedle1,173,8440 00For
Manager Directed Portfolios1,163,7930 00For
John Hancock1,007,9430 00For
Charles Schwab962,2910 00For
Global X803,6270 00For
Victory Capital801,1850 00For
Principal571,0000 211,2360For
Loomis Sayles684,6140 00For
Goldman Sachs678,0950 00For
Bridge Builder Trust536,9400 82,0870For
JPMorgan545,6980 00For
BUFFALO FUNDS524,3350 00For
Jackson National467,7950 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)461,0000 00For
TIAA434,6790 00For
Equitable229,8030 135,8250For
FINANCIAL INVESTORS TRUST00 331,7460Abstain
Allspring309,1900 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

7. To elect four Class II director nominees named herein to the Board of Directors to hold office until the 2028 Annual Meeting of Stockholders: Fred van den Bosch

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 7 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 82,913,686WITHHELD: 7,269,933

VARONIS SYSTEMS INC.’s own tally for this item (“Elect Director: Fred van den Bosch”): 82,913,686 for, 7,269,933 withheld, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 73% for, 6% withheld (80% of the company cast a for/withheld vote).

The 96 asset managers below cast 100% of the shares they voted on this item FOR (44,424,811 for, 0 against).

FOR 95%
FOR: 44,424,811 (94.9%)ABSTAIN: 2,392,606 (5.1%)NOT VOTED: 45 (0.0%)
Largest asset managers voting on “To elect four Class II director nominees named herein to the Board of Directors to hold office until the 2028 ” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard12,816,7420 00For
BlackRock5,954,7350 00For
Fidelity3,815,8300 00For
First Trust2,287,0330 00For
Legg Mason2,091,5690 00For
Delaware/Macquarie1,891,2890 00For
Amplify ETF Trust00 1,590,1170Abstain
Columbia Threadneedle1,173,8440 00For
Manager Directed Portfolios1,163,7930 00For
John Hancock1,007,9430 00For
Charles Schwab962,2910 00For
Global X803,6270 00For
Victory Capital801,1850 00For
Principal571,0000 211,2360For
Loomis Sayles684,6140 00For
Goldman Sachs678,0950 00For
Bridge Builder Trust536,9400 82,0870For
JPMorgan545,6980 00For
BUFFALO FUNDS524,3350 00For
Jackson National467,7950 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)461,0000 00For
TIAA434,6790 00For
Equitable229,8030 135,8250For
FINANCIAL INVESTORS TRUST00 331,7460Abstain
Allspring309,1900 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

8. TO RATIFY THE APPOINTMENT OF KOST FORER GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL LIMITED, AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 92,167,280AGAINST: 4,024,972

VARONIS SYSTEMS INC.’s own tally for this item (“Proposal 3: To ratify the appointment by the Audit Committee of the Board of Directors of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, as the independent registered public accounting firm of th”): 92,167,280 for, 4,024,972 against, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 82% for, 4% against (85% of the company cast a for/against vote).

The 96 asset managers below cast 96% of the shares they voted on this item FOR (44,946,675 for, 1,855,767 against).

FOR 96%
FOR: 44,946,675 (96.0%)AGAINST: 1,855,767 (4.0%)ABSTAIN: 14,975 (0.0%)NOT VOTED: 45 (0.0%)
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF KOST FORER GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL LIMITED, AS THE IN” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard12,816,7420 00For
BlackRock5,954,7350 00For
Fidelity3,815,8300 00For
First Trust2,287,0330 00For
Legg Mason2,091,5690 00For
Delaware/Macquarie1,891,2890 00For
Amplify ETF Trust01,590,117 00Against
Columbia Threadneedle1,173,8440 00For
Manager Directed Portfolios1,163,7930 00For
John Hancock1,007,9430 00For
Charles Schwab962,2910 00For
Global X803,6270 00For
Victory Capital801,1850 00For
Principal782,2360 00For
Loomis Sayles684,6140 00For
Goldman Sachs678,0950 00For
Bridge Builder Trust536,94082,087 00For
JPMorgan545,6980 00For
BUFFALO FUNDS524,3350 00For
Jackson National467,7950 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)461,0000 00For
TIAA434,6790 00For
Equitable365,6280 00For
FINANCIAL INVESTORS TRUST331,7460 00For
Allspring309,1900 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

9. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-05.

84% Majority: yes · of votes cast

FOR 84%AGAINST 16%
FOR: 75,583,232AGAINST: 14,535,907

VARONIS SYSTEMS INC.’s own tally for this item (“Proposal 2: Advisory vote to approve the Company's executive compensation, as disclosed in the Proxy Statement”): 75,583,232 for, 14,535,907 against, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 67% for, 13% against (80% of the company cast a for/against vote).

The 8 asset managers below cast 99.9% of the shares they voted on this item FOR (1,626,809 for, 507 against).

FOR 99.9%
FOR: 1,626,809 (100.0%)AGAINST: 507 (0.0%)
Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
JPMorgan814,0720 00For
Thematics Asset Management489,8440 00For
Granahan Investment Management, LLC130,9140 00For
EFG Asset Management (North America) Corp.78,3590 00For
GuideStone65,6030 00For
Metzler Asset Management GmbH47,6090 00For
Desjardins Global Asset Management Inc.0507 00Against
HC CAPITAL TRUST4080 00For

10. To approve, on a non-binding, advisory basis, the executive compensation of our named executive officers

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-06-03 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 91,708,507AGAINST: 4,367,264

VARONIS SYSTEMS INC.’s own tally for this item (“Proposal 3: Advisory vote to approve the Company's executive compensation, as disclosed in the Proxy Statement”): 91,708,507 for, 4,367,264 against, per its Form 8-K filed 2024-06-05 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 81% for, 4% against (85% of the company cast a for/against vote).

The 3 asset managers below cast 64% of the shares they voted on this item FOR (2,708 for, 1,542 against).

FOR 64%AGAINST 36%
FOR: 2,708 (63.7%)AGAINST: 1,542 (36.3%)
Largest asset managers voting on “To approve, on a non-binding, advisory basis, the executive compensation of our named executive officers” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Americana Partners, LLC2,7080 00For
COLDSTREAM CAPITAL MANAGEMENT INC01,542 00Against
Echo45 Advisors LLC00 00--

11. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 3 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%AGAINST 16%
FOR: 75,583,232AGAINST: 14,535,907

VARONIS SYSTEMS INC.’s own tally for this item (“Proposal 2: Advisory vote to approve the Company's executive compensation, as disclosed in the Proxy Statement”): 75,583,232 for, 14,535,907 against, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 67% for, 13% against (80% of the company cast a for/against vote).

The 3 asset managers below cast 94% of the shares they voted on this item FOR (11,573 for, 758 against).

FOR 94%
FOR: 11,573 (93.9%)AGAINST: 758 (6.1%)
Largest asset managers voting on “14A Executive Compensation” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Focus Partners Wealth11,573570 00For
Empower0110 00Against
GAMMA Investing LLC078 00Against

12. 14A Executive Compensation To approve, on a non-binding, advisory basis, the executive compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-05.

84% Majority: yes · of votes cast

FOR 84%AGAINST 16%
FOR: 75,583,232AGAINST: 14,535,907

VARONIS SYSTEMS INC.’s own tally for this item (“Proposal 2: Advisory vote to approve the Company's executive compensation, as disclosed in the Proxy Statement”): 75,583,232 for, 14,535,907 against, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 67% for, 13% against (80% of the company cast a for/against vote).

The 3 asset managers below cast 100% of the shares they voted on this item FOR (183,071 for, 0 against).

FOR 100%
FOR: 183,071 (100.0%)
Largest asset managers voting on “14A Executive Compensation To approve, on a non-binding, advisory basis, the executive compensation of our nam” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Pier Capital, LLC132,3430 00For
RBB FUND, INC.28,1780 00For
Dunham Funds22,5500 00For

13. Amend Omnibus Stock Plan

COMPENSATIONMajority of the votes cast: yes

Meeting held 2024-06-03 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%
FOR: 85,741,582AGAINST: 10,346,931

VARONIS SYSTEMS INC.’s own tally for this item (“Proposal 5: To approve the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan”): 85,741,582 for, 10,346,931 against, per its Form 8-K filed 2024-06-05 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 112,882,608 outstanding shares: 76% for, 9% against (85% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (164,885 for, 0 against).

FOR 100%
FOR: 164,885 (100.0%)
Largest asset managers voting on “Amend Omnibus Stock Plan” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Brighthouse164,8850 00For
Echo45 Advisors LLC00 00--

14. To approve, on a non-binding, advisory basis, the frequency of future votes to approve executive compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-06-03 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

100% fund support · no official result

FOR 64%1 YEAR 36%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (2,708 for, 0 against).

FOR: 2,708 (63.7%)1 YEAR: 1,542 (36.3%)
Largest asset managers voting on “To approve, on a non-binding, advisory basis, the frequency of future votes to approve executive compensation” at VARONIS SYSTEMS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Americana Partners, LLC2,7080 00For
COLDSTREAM CAPITAL MANAGEMENT INC00 001 Year

Largest VARONIS SYSTEMS INC. shareholders voting in 2024-2025

Ranked by the number of VARONIS SYSTEMS INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 112,882,608 shares outstanding at the time of that meeting.

Top VARONIS SYSTEMS INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 11.67%
2BlackRock 9.50%
3Fidelity 5.21%
4First Trust 2.41%
5RGM Capital, LLC 2.40%
6GEODE CAPITAL MANAGEMENT, LLC 2.37%
7SOMA EQUITY PARTNERS LP 2.32%
8State Street 2.29%
9Clearbridge Investments, LLC 2.20%
10MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST 2.07%

Reported VARONIS SYSTEMS INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

VARONIS SYSTEMS INC. beneficial owners on record for the 2024-2025 proxy season
Holder % outstanding Disclosure
Vanguard Group 10.76% 13F
BlackRock 10.37% 13F
Vanguard Portfolio Management 6.72% 13G
Goldman Sachs 3.62% 13F
State Street 2.45% 13F
FMR (Fidelity) 1.89% 13F
JPMorgan Chase 1.75% 13F
Two Sigma 1.71% 13F
Norges Bank 0.98% 13F

Percentages above are of 112,882,608 shares outstanding, as reported by VARONIS SYSTEMS INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VARONIS SYSTEMS INC.’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At VARONIS SYSTEMS INC.'s shareholder meeting held 2025-06-05, in the 2024-2025 proxy season, 328 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,741 separate fund positions. Their filings are grouped here into 14 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on a non-binding, advisory basis, the executive compensation of our named executive… — FOR was 84% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: VARONIS SYSTEMS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-06-06.

VARONIS SYSTEMS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.