Varonis Systems, Inc. 2025-2026 Proxy Voting Records

Description as filed by funds: To elect four Class III director nominees named herein to the Board of Directors to hold office until the 2029 Annual Meeting of Stockholders: Avrohom J. Kess

Varonis Systems, Inc.’s own tally for this item (“Elect Director: Avrohom J. Kess”): 83,030,783 for, 8,136,069 withheld, per its Form 8-K filed June 2, 2026 (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: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 42,290,473 for, 692,698 withheld, 2,969,892 abstained, 115 not voted.

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

Description as filed by funds: To elect four Class III director nominees named herein to the Board of Directors to hold office until the 2029 Annual Meeting of Stockholders: Ohad Korkus

Varonis Systems, Inc.’s own tally for this item (“Elect Director: Ohad Korkus”): 85,200,709 for, 5,966,143 withheld, per its Form 8-K filed June 2, 2026 (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: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 45,289,279 for, 663,764 withheld, 20 abstained, 115 not voted.

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

Description as filed by funds: To elect four Class III director nominees named herein to the Board of Directors to hold office until the 2029 Annual Meeting of Stockholders: Thomas F. Mendoza

Varonis Systems, Inc.’s own tally for this item (“Elect Director: Thomas Mendoza”): 86,087,842 for, 5,079,010 withheld, per its Form 8-K filed June 2, 2026 (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 89 asset managers below reported 45,277,548 for, 675,495 withheld, 20 abstained, 115 not voted.

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

Description as filed by funds: To elect four Class III director nominees named herein to the Board of Directors to hold office until the 2029 Annual Meeting of Stockholders: Yakov Faitelson

Varonis Systems, Inc.’s own tally for this item (“Elect Director: Yakov Faitelson”): 84,726,187 for, 6,440,665 withheld, per its Form 8-K filed June 2, 2026 (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: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 45,337,613 for, 614,801 withheld, 649 abstained, 115 not voted.

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

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 (“4. To approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan”): 81,381,236 for, 9,715,526 against, per its Form 8-K filed June 2, 2026 (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: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 39,985,931 for, 5,961,628 against, 9,030 abstained, 115 not voted.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

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”): 83,058,191 for, 7,994,373 against, per its Form 8-K filed June 2, 2026 (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: 91% 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” (5 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “To Approve, By An Advisory Vote, The Compensation Of The Company's Named Executives” (4 managers, 224 for).

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, all 88 managers: 42,440,853 for, 3,591,154 against, 9,030 abstained, 115 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 259 managers: 52,724,459 for, 3,349,041 against, 17,797 abstained, 1,481 not voted. Showing the 25 largest; see all in the interactive database.

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 2026.

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”): 96,222,394 for, 3,931,624 against, per its Form 8-K filed June 2, 2026 (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 91 asset managers below reported 45,937,418 for, 7,013 against, 9,030 abstained, 115 not voted.

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.