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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 June 6, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

8Ballot items
326Asset managers
2,724Fund votes
June 5, 2025Meeting date

Results at a glance

Meeting of June 5, 2025: 8 items on VARONIS SYSTEMS INC.’s Form 8-K, filed June 6, 2025: 8 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

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 June 6, 2025 (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 June 5, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Carlos Aued	84,498,575	--	--	5,685,044	6,044,086	94%	Not verified	—
Elect Director: Kevin Comolli	73,130,916	--	--	17,052,703	6,044,086	81%	Not verified	—
Elect Director: John J. Gavin Jr.	79,447,700	--	--	10,735,919	6,044,086	88%	Not verified	—
Elect Director: Fred van den Bosch	82,913,686	--	--	7,269,933	6,044,086	92%	Not verified	—
2. Advisory vote to approve the Company's executive compensation, as disclosed in the Proxy Statement	75,583,232	14,535,907	64,480	--	6,044,086	84%	Not verified	—
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 December 31,	92,167,280	4,024,972	35,453	--	--	96%	Not verified	—
4. To approve the Varonis Systems, Inc. 2025 Employee Stock Purchase Plan	89,484,902	686,996	11,721	--	6,044,086	99.2%	Not verified	—
5. To approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan	77,068,231	13,073,511	41,877	--	6,044,086	85%	Not verified	—

Source: VARONIS SYSTEMS INC., Form 8-K, filed with the SEC on June 6, 2025 — read the filing on EDGAR.

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

Each item below shows how the 326 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.

1. Elect Director: Carlos Aued

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

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

Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: 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

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 June 6, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 45,895,137 for, 704,419 withheld, 331,746 abstained, 45 not voted.

FOR

FOR: 45,895,137ABSTAIN: 331,746WITHHOLD: 704,419NOT VOTED: 45

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 manager	For	Abstain	Withheld	Vote
Vanguard	12,816,742	0	0	For
BlackRock	5,954,735	0	0	For
Fidelity	3,815,830	0	0	For
First Trust	2,287,033	0	0	For
Legg Mason	2,091,569	0	0	For
Delaware/Macquarie	1,891,289	0	0	For
Amplify ETF Trust	1,590,117	0	0	For
Columbia Threadneedle	1,173,844	0	0	For
Manager Directed Portfolios	1,163,793	0	0	For
John Hancock	1,007,943	0	0	For
Charles Schwab	962,291	0	0	For
Global X	803,627	0	0	For
Victory Capital	801,185	0	0	For
Principal	571,000	0	211,236	Mixed
Loomis Sayles	684,614	0	0	For
Goldman Sachs	678,095	0	0	For
JPMorgan	659,584	0	0	For
Bridge Builder Trust	619,027	0	0	For
BUFFALO FUNDS	524,335	0	0	For
Jackson National	467,795	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	461,000	0	0	For
TIAA	434,679	0	0	For
Equitable	229,803	0	135,825	Mixed
FINANCIAL INVESTORS TRUST	0	331,746	0	Abstain
Allspring	309,190	0	0	For

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

2. Elect Director: Kevin Comolli

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%WITHHELD

FOR: 73,130,916WITHHELD: 17,052,703

Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: 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

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 June 6, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 81% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 40,218,674 for, 4,706,229 withheld, 2,006,400 abstained, 45 not voted.

FOR

FOR: 40,218,674ABSTAIN: 2,006,400WITHHOLD: 4,706,229NOT VOTED: 45

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 manager	For	Abstain	Withheld	Vote
Vanguard	12,815,817	0	925	For
BlackRock	5,954,735	0	0	For
Fidelity	3,815,830	0	0	For
First Trust	2,287,033	0	0	For
Legg Mason	2,091,569	0	0	For
Delaware/Macquarie	0	0	1,891,289	Withhold
Amplify ETF Trust	0	1,590,117	0	Abstain
Columbia Threadneedle	0	0	1,173,844	Withhold
Manager Directed Portfolios	1,163,793	0	0	For
John Hancock	1,007,943	0	0	For
Charles Schwab	962,195	0	95	For
Global X	0	0	803,627	Withhold
Victory Capital	801,185	0	0	For
Principal	571,000	0	211,236	Mixed
Loomis Sayles	684,614	0	0	For
Goldman Sachs	678,095	0	0	For
JPMorgan	659,584	0	0	For
Bridge Builder Trust	536,940	82,087	0	Mixed
BUFFALO FUNDS	524,335	0	0	For
Jackson National	467,795	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	461,000	0	0	For
TIAA	434,679	0	0	For
Equitable	229,803	0	135,825	Mixed
FINANCIAL INVESTORS TRUST	0	331,746	0	Abstain
Allspring	309,190	0	0	For

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

3. Elect Director: John J. Gavin Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%

FOR: 79,447,700WITHHELD: 10,735,919

Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: 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.

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 June 6, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 88% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 42,353,897 for, 2,571,618 withheld, 2,005,788 abstained, 45 not voted.

FOR

FOR: 42,353,897ABSTAIN: 2,005,788WITHHOLD: 2,571,618NOT VOTED: 45

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 manager	For	Abstain	Withheld	Vote
Vanguard	12,815,817	0	925	For
BlackRock	5,954,735	0	0	For
Fidelity	3,815,830	0	0	For
First Trust	2,287,033	0	0	For
Legg Mason	2,091,569	0	0	For
Delaware/Macquarie	0	0	1,891,289	Withhold
Amplify ETF Trust	0	1,590,117	0	Abstain
Columbia Threadneedle	1,173,844	0	0	For
Manager Directed Portfolios	1,163,793	0	0	For
John Hancock	1,007,943	0	0	For
Charles Schwab	962,291	0	0	For
Global X	803,627	0	0	For
Victory Capital	801,185	0	0	For
Principal	571,000	0	211,236	Mixed
Loomis Sayles	684,614	0	0	For
Goldman Sachs	678,095	0	0	For
JPMorgan	659,584	0	0	For
Bridge Builder Trust	536,940	82,087	0	Mixed
BUFFALO FUNDS	524,335	0	0	For
Jackson National	467,795	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	461,000	0	0	For
TIAA	434,679	0	0	For
Equitable	229,803	0	135,825	Mixed
FINANCIAL INVESTORS TRUST	0	331,746	0	Abstain
Allspring	309,190	0	0	For

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

4. Elect Director: Fred van den Bosch

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%

FOR: 82,913,686WITHHELD: 7,269,933

Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: 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

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 June 6, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 44,538,697 for, 388,656 withheld, 2,003,950 abstained, 45 not voted.

FOR

FOR: 44,538,697ABSTAIN: 2,003,950WITHHOLD: 388,656NOT VOTED: 45

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 manager	For	Abstain	Withheld	Vote
Vanguard	12,816,742	0	0	For
BlackRock	5,954,735	0	0	For
Fidelity	3,815,830	0	0	For
First Trust	2,287,033	0	0	For
Legg Mason	2,091,569	0	0	For
Delaware/Macquarie	1,891,289	0	0	For
Amplify ETF Trust	0	1,590,117	0	Abstain
Columbia Threadneedle	1,173,844	0	0	For
Manager Directed Portfolios	1,163,793	0	0	For
John Hancock	1,007,943	0	0	For
Charles Schwab	962,291	0	0	For
Global X	803,627	0	0	For
Victory Capital	801,185	0	0	For
Principal	571,000	0	211,236	Mixed
Loomis Sayles	684,614	0	0	For
Goldman Sachs	678,095	0	0	For
JPMorgan	659,584	0	0	For
Bridge Builder Trust	536,940	82,087	0	Mixed
BUFFALO FUNDS	524,335	0	0	For
Jackson National	467,795	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	461,000	0	0	For
TIAA	434,679	0	0	For
Equitable	229,803	0	135,825	Mixed
FINANCIAL INVESTORS TRUST	0	331,746	0	Abstain
Allspring	309,190	0	0	For

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

5. 4. To approve the Varonis Systems, Inc. 2025 Employee Stock Purchase Plan

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

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

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: TO APPROVE THE VARONIS SYSTEMS, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN.

VARONIS SYSTEMS INC.’s own tally for this item (“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 June 6, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 47,055,445 for, 14,977 against, 0 abstained, 45 not voted.

FOR

FOR: 47,055,445AGAINST: 14,977ABSTAIN: 0NOT VOTED: 45

Largest asset managers voting on “TO APPROVE THE VARONIS SYSTEMS, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN.” at VARONIS SYSTEMS INC., 2024-2025
Asset manager	For	Vote
Vanguard	12,816,742	For
BlackRock	5,954,735	For
Fidelity	3,815,830	For
First Trust	2,287,033	For
Legg Mason	2,091,569	For
Delaware/Macquarie	1,891,289	For
Amplify ETF Trust	1,590,117	For
Columbia Threadneedle	1,173,844	For
Manager Directed Portfolios	1,163,793	For
John Hancock	1,007,943	For
Charles Schwab	962,291	For
Global X	803,627	For
Victory Capital	801,185	For
Principal	782,236	For
Loomis Sayles	684,614	For
Goldman Sachs	678,095	For
JPMorgan	659,584	For
Bridge Builder Trust	619,027	For
BUFFALO FUNDS	524,335	For
Jackson National	467,795	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	461,000	For
TIAA	434,679	For
Equitable	365,628	For
FINANCIAL INVESTORS TRUST	331,746	For
Allspring	309,190	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

6. 5. To approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity…

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST

FOR: 77,068,231AGAINST: 13,073,511

Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: TO APPROVE ADDITIONAL SHARES FOR ISSUANCE UNDER THE AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN.

VARONIS SYSTEMS INC.’s own tally for this item (“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 June 6, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 40,889,844 for, 6,165,603 against, 14,975 abstained, 45 not voted.

FOR

FOR: 40,889,844AGAINST: 6,165,603ABSTAIN: 14,975NOT VOTED: 45

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 manager	For	Against	Vote
Vanguard	12,815,817	925	For
BlackRock	5,954,735	0	For
Fidelity	3,815,830	0	For
First Trust	2,287,033	0	For
Legg Mason	2,091,569	0	For
Delaware/Macquarie	1,891,289	0	For
Amplify ETF Trust	0	1,590,117	Against
Columbia Threadneedle	1,173,844	0	For
Manager Directed Portfolios	0	1,163,793	Against
John Hancock	1,007,943	0	For
Charles Schwab	234	962,057	Against
Global X	0	803,627	Against
Victory Capital	801,185	0	For
Principal	782,236	0	For
Loomis Sayles	0	684,614	Against
Goldman Sachs	678,095	0	For
JPMorgan	659,584	0	For
Bridge Builder Trust	536,940	82,087	Mixed
BUFFALO FUNDS	524,335	0	For
Jackson National	467,795	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	461,000	0	For
TIAA	434,679	0	For
Equitable	365,628	0	For
FINANCIAL INVESTORS TRUST	331,746	0	For
Allspring	309,190	0	For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

7. 2. Advisory vote to approve the Company's executive compensation, as disclosed in the Proxy Statement

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%AGAINST

FOR: 75,583,232AGAINST: 14,535,907

Details: description as filed, official tally, votes by 313 asset managers

Description as filed by funds: To approve, on a non-binding, advisory basis, the executive compensation of our named executive officers.

VARONIS SYSTEMS INC.’s own tally for this item (“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 June 6, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 84% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of VARONIS SYSTEMS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (8 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “14A Executive Compensation” (3 managers, 11,683 for, 758 against); “14A Executive Compensation To approve, on a non-binding, advisory basis, the executive compensation of our named executive officers.” (3 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 92 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 manager	For	Against	Vote
Vanguard	12,815,811	931	For
BlackRock	5,954,735	0	For
Fidelity	3,815,830	0	For
First Trust	2,287,033	0	For
Legg Mason	2,091,569	0	For
Delaware/Macquarie	1,891,289	0	For
Amplify ETF Trust	0	1,590,117	Against
Columbia Threadneedle	1,173,844	0	For
Manager Directed Portfolios	0	1,163,793	Against
John Hancock	1,007,943	0	For
Charles Schwab	234	962,057	Against
Global X	0	803,627	Against
Victory Capital	801,185	0	For
Principal	782,236	0	For
Loomis Sayles	0	684,614	Against
Goldman Sachs	678,095	0	For
JPMorgan	659,584	0	For
Bridge Builder Trust	619,027	0	For
BUFFALO FUNDS	524,335	0	For
Jackson National	256,851	210,944	Mixed
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	461,000	0	For
TIAA	434,679	0	For
Equitable	365,628	0	For
FINANCIAL INVESTORS TRUST	331,746	0	For
Allspring	309,190	0	For

Fund voting reports, all 92 managers: 40,306,186 for, 6,412,203 against, 14,975 abstained, 45 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 244 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 manager	For	Against	Vote
BlackRock	4,762,839	1,038	For
RGM Capital, LLC	2,706,531	0	For
GEODE CAPITAL MANAGEMENT, LLC	2,676,016	0	For
SOMA EQUITY PARTNERS LP	2,620,157	0	For
Clearbridge Investments, LLC	2,482,669	0	For
State Street	2,351,283	1,719	For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST	2,331,238	0	For
Fidelity	2,067,839	0	For
Hood River Capital Management LLC	0	2,032,369	Against
Voya	1,889,075	0	For
Two Sigma	1,745,997	0	For
PICTET ASSET MANAGEMENT SA	1,705,698	0	For
Stephens Investment Management Group LLC	1,297,751	0	For
Loomis Sayles	79,894	1,080,823	Mixed
Victory Capital	1,080,997	0	For
John Hancock	1,014,485	0	For
Charles Schwab	234	964,757	Against
Northern Trust	909,709	0	For
PRINCIPAL GLOBAL INVESTORS	900,849	0	For
Neuberger Berman	0	815,515	Against
Goldman Sachs	694,965	0	For
Legal & General Investment Management Ltd	0	671,667	Against
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	669,232	0	For
AMERICAN CAPITAL MANAGEMENT INC	635,133	0	For
BAMCO INC /NY/	567,021	0	For

Institutional-manager reports, all 244 managers: 44,017,612 for, 8,944,879 against, 39 abstained, 843 not voted, 305,237 mixed. Showing the 25 largest; see all in the interactive database.

8. 3. To ratify the appointment by the Audit Committee of the Board of Directors of Kost Forer Gabbay & Kasierer, a member…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

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

Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: 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.

VARONIS SYSTEMS INC.’s own tally for this item (“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”): 92,167,280 for, 4,024,972 against, per its Form 8-K filed June 6, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 45,060,561 for, 1,855,767 against, 14,975 abstained, 45 not voted.

FOR

FOR: 45,060,561AGAINST: 1,855,767ABSTAIN: 14,975NOT VOTED: 45

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 manager	For	Against	Vote
Vanguard	12,816,742	0	For
BlackRock	5,954,735	0	For
Fidelity	3,815,830	0	For
First Trust	2,287,033	0	For
Legg Mason	2,091,569	0	For
Delaware/Macquarie	1,891,289	0	For
Amplify ETF Trust	0	1,590,117	Against
Columbia Threadneedle	1,173,844	0	For
Manager Directed Portfolios	1,163,793	0	For
John Hancock	1,007,943	0	For
Charles Schwab	962,291	0	For
Global X	803,627	0	For
Victory Capital	801,185	0	For
Principal	782,236	0	For
Loomis Sayles	684,614	0	For
Goldman Sachs	678,095	0	For
JPMorgan	659,584	0	For
Bridge Builder Trust	536,940	82,087	Mixed
BUFFALO FUNDS	524,335	0	For
Jackson National	467,795	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	461,000	0	For
TIAA	434,679	0	For
Equitable	365,628	0	For
FINANCIAL INVESTORS TRUST	331,746	0	For
Allspring	309,190	0	For

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

Largest VARONIS SYSTEMS INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 112,882,608 shares outstanding at the time of that meeting.

Fund voting reports: top VARONIS SYSTEMS INC. shareholders by shares voted on “TO APPROVE THE VARONIS SYSTEMS, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	11.35%
2	BlackRock	5.28%
3	Fidelity	3.38%
4	First Trust	2.03%
5	Legg Mason	1.85%
6	Delaware/Macquarie	1.68%
7	Amplify ETF Trust	1.41%
8	Columbia Threadneedle	1.04%
9	Manager Directed Portfolios	1.03%
10	John Hancock	0.89%

Institutional-manager reports: top VARONIS SYSTEMS INC. shareholders by shares voted on “To approve, on a non-binding, advisory basis, the executive compensation of our named executive…”, 2024-2025
#	Asset manager	% of shares outstanding
1	BlackRock	4.22%
2	RGM Capital, LLC	2.40%
3	GEODE CAPITAL MANAGEMENT, LLC	2.37%
4	SOMA EQUITY PARTNERS LP	2.32%
5	Clearbridge Investments, LLC	2.20%
6	State Street	2.08%
7	MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST	2.07%
8	Fidelity	1.83%
9	Hood River Capital Management LLC	1.80%
10	Voya	1.67%

Reported VARONIS SYSTEMS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

VARONIS SYSTEMS INC. holdings and ownership disclosed 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 March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At VARONIS SYSTEMS INC.'s shareholder meeting held June 5, 2025, in the 2024-2025 proxy season, 326 asset managers reported how they voted on 8 ballot items in their SEC Form N-PX filings, covering 2,724 separate fund positions. 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 June 6, 2025.

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

Download data (CSV): ballot items · votes by manager · column guide.