VARONIS SYSTEMS, INC. (NASDAQ:VRNS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On February 7, 2017, the Board of Directors (the Board) of
Varonis Systems, Inc. (Varonis or the Company) accepted the
resignation of Ms. Gili Iohan as Varonis Chief Financial Officer
effective March 31, 2017 and appointed Mr. Guy Melamed Chief
Financial Officer effective April 1, 2017. Ms. Iohans resignation
was not due to any disagreement with the Company, the Board or
the Companys management.

Mr. Melamed has served in various finance roles with the Company
since 2011, most recently as Vice President of Finance, during
which time he was responsible for financial planning, reporting
and operations and was instrumental in building and managing the
global finance organization. Prior to joining Varonis, Mr.
Melamed held positions at Ernst Young as an Audit Manager and
KPMG, working with both foreign and domestic public and private
companies. Mr. Melamed holds both a Bachelor of Arts degree and a
Master of Science in Accounting from Boston College and is a
Certified Public Accountant in the U.S. and Israel.

to the terms of an employment agreement between the Company and
Mr. Melamed (the Employment Agreement), Mr. Melameds term of
employment will extend three years from April 1, 2017, subject to
automatic one-year renewals commencing at the end of the initial
term unless either the Company or Mr. Melamed provides 90 days
written notice to the other party of an intention not to renew
prior to the expiration of the initial term or any extended term.
Mr. Melamed will receive an initial annual base salary of
$300,000 (Base Salary) and will have an annual discretionary
target bonus opportunity equal to $100,000, to be paid upon
satisfaction of certain criteria established by the Companys
Compensation Committee and subject to the terms of any annual
bonus plan established by the Compensation Committee (the Annual
Bonus).

In addition, while employed by the Company, Mr. Melamed will be
entitled to participate in all benefit plans and programs
maintained from time to time for the Companys employees,
including, without limitation, medical, dental and other benefits
such as a 401(k) plan, in accordance with the terms thereof in
effect from time to time, on a basis no less favorable than other
senior management employees of the Company.

The Employment Agreement provides Mr. Melamed with severance
benefits, in addition to Accrued Benefits (as defined in the
Employment Agreement), for an amount equal to one-half times his
Base Salary plus the Pro-Rata Bonus (as defined in the Employment
Agreement), upon a termination of employment by the Company
without Cause or by Mr. Melamed with Good Reason (in each case as
defined in the Employment Agreement), provided that Mr. Melamed
signs and does not revoke a general release of claims within 30
days following the date of termination. Upon a termination by the
Company without Cause or upon a termination by Mr. Melamed for
Good Reason within the one-year period following a Change in
Control (as defined in the Companys 2013 Omnibus Equity Incentive
Plan), Mr. Melamed will be entitled to the Accrued Benefits, and,
provided that Mr. Melamed executes and does not revoke a general
release of claims within 30 days following the date of
termination, he will be further entitled to the following
enhanced severance benefits: (i) a lump sum payment equal to his
Base Salary as of the date of termination, (ii) a lump sum
payment equal to the Annual Bonus for the year of termination,
and (iii) vesting of any outstanding equity-based awards.

The Employment Agreement also contains the Companys standard
twelve-month post-termination non-competition and
non-solicitation covenants.

There is no family relationship between Mr. Melamed and any of
the Companys other officers or directors.Further, there are no
understandings or arrangements between Mr. Melamed and any other
person to which Mr. Melamed was selected as a Chief Financial
Officer. Finally, there have been no transactions, since the
beginning of the Companys last fiscal year, or any currently
proposed transactions, in which the Company was or is to be a
participant, in which Mr. Melamed had or will have a direct or
indirect material interest.

The foregoing summary of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.

On February 7, 2017, the Board also resolved that the number of
directors constituting the Board be increased from eight (8) to
nine (9) and appointed Ms. Gili Iohan to fill the vacancy on the
Board created by such increase, effective April 1, 2017, upon her
resignation as Chief Financial Officer. Ms. Iohan has been
designated by the Board as a Class I director, and, once
effective, her appointment shall remain in effect until the
annual meeting of stockholders to be held in 2018 and until her
successor is duly elected and qualified, or until her earlier
death, resignation or removal.

Ms. Iohan has served as the Companys Chief Financial Officer
since 2005, responsible for the Companys finance, accounting,
back office operations and human resources. Prior to joining
Varonis, Ms. Iohan was a partner for six years at NextAge Co.
Ltd., a financial services advisory firm. While at NextAge Co.
Ltd., Ms. Iohan served as a Chief Financial Officer and Strategic
Financial Consultant for several companies, including Varonis.
Previously, Ms. Iohan served as a Senior Financial Manager at
M-Systems Inc. and held a position at KPMG LLP. Ms. Iohan holds a
Bachelor of Arts degree and MBA in Economics and Accounting from
Tel-Aviv University.

There is no family relationship between Ms. Iohan and any of the
Companys other officers or directors.Further, there are no
understandings or arrangements between Ms. Iohan and any other
person to which Ms. Iohan was selected as a director. Finally,
there have been no transactions, since the beginning of the
Companys last fiscal year, or any currently proposed
transactions, in which the Company was or is to be a participant,
in which Ms. Iohan had or will have a direct or indirect material
interest.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

About VARONIS SYSTEMS, INC. (NASDAQ:VRNS)

Varonis Systems, Inc. (Varonis) provides a software platform that allows enterprises to analyze, secure, manage and utilize their unstructured data. The Company specializes in human-generated data, a type of unstructured data that includes an enterprise’s spreadsheets, word processing documents, presentations, audio files, video files, e-mails, text messages and any other data created by employees. Its Metadata Framework is a technology platform that extracts metadata from an enterprise’s information technology (IT) infrastructure and uses this information to map functional relationships among employees, data objects, content and usage. IT and business personnel deploy its software for a range of use cases, including data governance, data security, archiving, file synchronization, mobile data accessibility and information collaboration. Its products include DatAdvantage, DataPrivilege, Interface Data Unit Classification Framework, Data Transport Engine, DatAnywhere and DatAnswers.

VARONIS SYSTEMS, INC. (NASDAQ:VRNS) Recent Trading Information

VARONIS SYSTEMS, INC. (NASDAQ:VRNS) closed its last trading session up +0.12 at 28.17 with 445,384 shares trading hands.