Imperva, Inc. (NASDAQ:IMPV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
| • | It is expected that Mr.Burns will execute the Company’s standard form of indemnification agreement, which was filed with the SEC on October28, 2011 as Exhibit10.4 to Amendment No.4 to the Company’s Registration Statement on FormS-1 and incorporated herein by reference. This agreement provides for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by Mr.Burns in any action or proceeding to the fullest extent permitted by applicable law. |
| • | The amounts payable to Mr.Burns are subject to recoupment by the Company under the Company’s Compensation Recovery Policy applicable to executive officers. |
The foregoing is a summary of the Offer Letter, the Bonus Plan, the Change in Control Plan and the form of indemnification agreement and does not purport to be complete. The foregoing is qualified in its entirety by reference to the copies of such documents filed or incorporated by reference as Exhibits99.2 through99.5 to this Current Report on Form8-K.
Amendment to 2015 Equity Inducement Plan
On December27, 2017, the Board approved an amendment to the Inducement Plan to increase the shares available for grant under the Inducement Plan by 250,000 shares of common stock. The foregoing description is qualified in its entirety by reference to the full text of the amended Inducement Plan and forms of agreement thereunder, which were filed with the SEC on January2, 2018 as Exhibit99.1 to the Company’s Registration Statement on FormS-8 and are incorporated herein by reference.
| Item 5.02. | RegulationFD Disclosure |
A copy of the press release announcing Mr.Burns’ appointment is furnished as Exhibit99.1 to this Current Report on Form8-K and is hereby incorporated by reference into this Item 5.02. In accordance with General InstructionB.2 of Form8-K, the information contained in this Item 5.02 and the press release are being furnished under Item 5.02 of Form8-K and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 5.02 | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit Number |
Description |
| 99.1 | Press Release issued by Imperva, Inc. dated January2, 2018. |
| 99.2 | Offer Letter dated January2, 2018 by and between Imperva, Inc. and Mike Burns. |
| 99.3 | 2015 Equity Inducement Plan, as amended, and forms of agreement and subplan thereunder (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed by the Company on January2, 2018 (File No.333-219850)). |
| 99.4 | Imperva, Inc. Change in Control Plan and Form Notice of Participation (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form10-K for the fiscal year ended December31, 2011 filed by the Company on March28, 2012 (File No.001-35338)). |
| 99.5 | Form of Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit10.4 to Amendment No. 4 to the Company’s Registration Statement on FormS-1 filed by the Company on October28, 2011 (File No.333-175008)). |
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IMPERVA INC ExhibitEX-99.1 2 d517299dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Imperva Appoints Mike Burns as CFO Seasoned Financial Executive Focused on Profitable Growth REDWOOD SHORES,…To view the full exhibit click here
About Imperva, Inc. (NASDAQ:IMPV)
Imperva, Inc. provides cyber-security solutions that protect business-critical data and applications whether in the cloud or on premises. The Company operates in the segment of development, marketing, sales, service and support of cyber-security solutions that protect business critical data and applications whether in the cloud or on premises. The Company’s products include its Imperva SecureSphere platform for enterprise data centers, and Imperva Incapsula and Imperva Skyfence offerings for cloud-based security services. Its Imperva SecureSphere platform provides database, file and Web application security across various physical and virtual systems in data centers. Its Imperva Incapsula product line provides cloud-based Website security, denial of service protection and performance solutions. Its Imperva Skyfence product line provides visibility into, and control over, cloud and Software-as-a-Service (SaaS) applications, including shadow information technology (IT).
