Proofpoint,Inc. (NASDAQ:PFPT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February13, 2019, the Board of Directors (the “Board”) of Proofpoint,Inc. (the “Company”) adopted amendments to the Company’s Amended and Restated Bylaws (as amended and restated, the “Amended Bylaws”) to implement majority voting in uncontested elections of directors. The Amended Bylaws provide that in uncontested director elections, directors will be elected by a majority of the votes cast at any meeting for the election of directors at which a quorum is present, which means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. In the event of a contested election, directors will continue to be elected by a plurality of the votes cast at any meeting for the election of directors at which a quorum is present.

In addition, the Board approved amendments to the Company’s Corporate Governance Guidelines to provide that if any nominee for director who is an incumbent director is not elected by majority vote in an uncontested election, the director must tender his or her offer of resignation to the Board. The Nominating and Corporate Governance Committee will then consider such facts and other information that it deems relevant and recommend to the Board the action to be taken with respect to such offer of resignation. Within 30 days following the date of the certification of the election results, the Board will decide whether to accept or reject the tendered resignation, without the participation of the director whose resignation is under consideration.

If such incumbent director’s resignation is not accepted by the Board, such director will continue to serve until the next annual meeting of stockholders or until his or her successor is duly elected, or his or her earlier death, resignation or removal. If such director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy on the Boardor may decrease the size of the Board as provided by the Company’s Amended and Restated Certificate of Incorporation.

The foregoing description of theAmended Bylawsis a summary only and is qualified in its entirety by reference to the full text of theAmended Bylaws, a copy of which is attached as Exhibit3.1 hereto and is incorporated by reference into this Item 5.03.

Item 5.03 Financial Statements and Exhibits.

(d)Exhibits.