Proofpoint,Inc. (NASDAQ:PFPT) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.

On October19, 2017, Proofpoint,Inc. (the “Company”) issued a press release announcing financial results for the quarter ended September30, 2017.

The information in this Current Report on Form8-K and Exhibit99.1 attached hereto (the “2.02 Information”) are being furnished to Item 2.02 of Form8-K and will not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will the 2.02 Information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 2.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)

On October17, 2017, the Board of Directors (the “Board”) of Proofpoint,Inc. (the “Company”) appointed Kristen L. Gil to the Board. Ms.Gil will serve as a ClassIII director whose current term will expire at the Company’s 2018 annual meeting of the stockholders.

There is no arrangement or understanding with any person to which Ms.Gil was appointed as a member of the Board.

Ms.Gil is not a party to any transaction required to be disclosed to Item 404(a)of Regulation S-K.

In connection with her appointment as a director, Ms.Gil will receive an initial restricted stock unit grant under the Company’s 2012 Equity Incentive Plan for 1,413 shares of the Company’s common stock (the “RSU Grant”). The RSU Grant will vest on June1, 2018, subject to Ms.Gil’s continued service to the Company through such date. The RSU Grant will accelerate and vest in full in the event of a change in control of the Company. Ms.Gil will also receive other standard non-employee director cash and equity compensation to the Company’s non-employee director compensation policy.

In addition to the compensation that Ms.Gil will receive in connection with her appointment as a member of the Board, the Company intends to enter into a standard form of indemnity agreement with Ms.Gil. The indemnity agreement, among other things, would require the Company to indemnify Ms.Gil for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred by her in any action or proceeding arising out of her service as one of the Company’s directors, or any of the Company’s subsidiaries or any other company or enterprise to which she provides services at the Company’s request. A form of the indemnity agreement was previously filed by the Company as Exhibit10.01 to the Company’s Registration Statement on FormS-1/A (File No.333-178479), as filed with the Securities and Exchange Commission on April9, 2012.

Item 2.02 Financial Statements and Exhibits.

(d)Exhibits