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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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901 Mariners Island Blvd., Suite 500
San Mateo, California 94404

NOTICE OF 20152016 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Monday,Wednesday, June 1, 20152016

Dear Marketo Stockholders:

        We are pleased to invite you to attend our 20152016 Annual Meeting of Stockholders which will be held on June 1, 20152016 at 10:00 a.m. Pacific Time at the Crowne Plaza Hotel, 1221 Chess Drive, Foster City,Marketo's offices at 901 Mariners Island Boulevard, Suite 500, San Mateo, CA 94404.

        At the Annual Meeting, we will ask you to consider the following proposals:

•

To elect twothree Class IIIII directors;



•

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015;2016; and



•

To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

        Stockholders of record as of April 9, 201511, 2016 may vote at the Annual Meeting or any postponement or adjournment of the meeting.

        This Notice of 20152016 Annual Meeting of Stockholders, Proxy Statement, and Form of Proxy are first being mailedgiven to stockholders on or about April 17, 2015.13, 2016.

        Your vote is important. Whether or not you plan to attend the meeting in person, we would like for your shares to be represented. Please vote as soon as possible.

San Mateo, California
April 17, 201513, 2016

        Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 1, 20152016: This Proxy Statement, along with the 20152016 Annual Report to Stockholders, is available at the following website: http://investors.marketo.com/annuals.cfm.annuals.cfm

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PROXY STATEMENT

2015 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Monday, June 1, 2015

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GENERAL INFORMATION

Q:

Why am I receiving these materials?

A:

This Proxy Statement is furnished to you by the Board of Directors of Marketo, Inc. (the "Board of Directors") of Marketo, Inc. ("Marketo," the "Company," "we," "us," and "our") and contains information related to the 20152016 Annual Meeting of Stockholders (the "Annual Meeting") which will be held on Monday,Wednesday, June 1, 20152016 beginning at 10:00 a.m. Pacific Time at the Crowne Plaza Hotel, 1221 Chess Drive, Foster City,Marketo's offices at 901 Mariners Island Boulevard, Suite 500, San Mateo, CA 94404, and at any postponement or adjournment thereof. References in this Proxy Statement to "we," "us," "our," "the Company" or "Marketo" refer to Marketo, Inc., a Delaware corporation.

Q:

What is included in these materials?

A:

These materials include this Proxy Statement for the 20152016 Annual Meeting of Stockholders (the "Proxy Statement") and our Annual Report on Form 10-K for the year ended December 31, 2014,2015, as filed with the Securities and Exchange Commission (the "SEC") on March 12, 20154, 2016 (the "Annual Report"). These materials were first made available to you in the Investor Relations section of our website at http://investors.marketo.com/annuals.cfm on or about April 17, 2015.13, 2016. Our principal executive offices are located at 901 Mariners Island Blvd., Suite 500, San Mateo, CA 94404, and our telephone number is (650) 376-2300. We maintain a website at www.marketo.com. The information on our website is not a part of this Proxy Statement.

Q:

What matters will be voted on at the Annual Meeting?

A:

Stockholders will vote on the following matters at the Annual Meeting:

•

to elect Douglas A. PepperCambria Dunaway, Phillip M. Fernandez, and Wesley R. WassonTae Hea Nahm as Class IIIII directors;

•

to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015;2016; and

•

to transact such other business that may properly come before the Annual Meeting or at any adjournment or postponement thereof.

Q:

How does the Board of Directors recommend I vote?

A:

The Board of Directors recommends you vote:

•

FOR the election of Douglas A. PepperCambria Dunaway, Phillip M. Fernandez, and Wesley R. WassonTae Hea Nahm as Class IIIII directors; and

•

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.2016.

Q:

Who is making this solicitation?

A:

This proxy for the Annual Meeting is being solicited on behalf of Marketo's Board of Directors.

Q:

Who pays for the costs of this proxy solicitation?

A:

Marketo pays the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers, and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special

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compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses.




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Q:

Who may vote at the Annual Meeting?

A:

Stockholders of record as of the close of business on April 9, 201511, 2016 (the "Record Date") are entitled to receive notice of, to attend, and to vote at the Annual Meeting. Each share of Marketo's common stock is entitled to one vote on each matter. As of the Record Date, there were 42,119,58444,475,565 shares of Marketo's common stock issued and outstanding, held by 9363 holders of record.

A complete list of the stockholders entitled to vote at the Annual Meeting will be available at our headquarters, located at 901 Mariners Island Blvd., Suite 500, San Mateo, California 94404, during regular business hours for the ten days prior to the Annual Meeting. This list will also will be available during the Annual Meeting at the meeting location. Stockholders may examine the list for any legally valid purpose related to the Annual Meeting.

Q:

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A:

Stockholder of Record.    You are a stockholder of record, if, at the close of business on the Record Date, your shares are registered directly in your name with our transfer agent, Computershare Investor Services, LLC ("Computershare").

Beneficial Owner of Shares Held in Street Name.Name.    You are a beneficial owner of shares held in "street name," if, at the close of business on the Record Date, your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

Q:

If I am a stockholder of record, how can I vote?

A:

If you are a stockholder of record, there are four ways to vote:

•

By Mail.  You may vote your shares by filling out and signing each proxy card received and returning it in the prepaid envelope provided. Proxy cards submitted by mail must be received by May 30, 20152016 to be voted at the Annual Meeting.

•

In Person.  You may vote in person at the Annual Meeting. We will give you a ballot when you arrive.

•

Via the Internet.  You may vote your shares via the Internet by following the instructions provided in the Electronic Voting Instructions on your proxy card.

•

By Telephone.  You may vote your shares by calling the toll free number found on your proxy card.

Please note that the Internet and telephone voting facilities will close at 1:00 a.m. Central Time on June 1, 2015.2016.

Q:

If I am a beneficial owner of shares held in street name, how can I vote?

A:

If you are a beneficial owner of shares held in street name, you should have received from your broker, bank or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a "vote instruction form" sent by the broker, bank or

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instruction form" sent by the broker, bank, or other nominee. Please follow their instructions carefully. Street name stockholders may generally vote by one of the following methods:

•

By Mail.  You may vote your shares by filling out the vote instruction form and returning it in the prepaid envelope provided to you by your broker, bank, or other nominee.



•

In Person.  If you wish to vote your shares in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.



•

Via the Internet.  You may vote your shares via the Internet by following the instructions found on the vote instruction form provided to you by your broker, bank, or other nominee.



•

By Telephone.  You may vote your shares by calling the toll free number found on the vote instruction form provided to you by your broker, bank, or other nominee.

Q:

If I submit a proxy, how will it be voted?

A:

When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under "Can I change my vote or revoke my proxy?"

Q:

What should I do if I get more than one proxy or voting instruction card?

A:

Stockholders may receive more than one set of voting materials, including multiple copies of these proxy materials and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are counted.

Q:

Can I change my vote or revoke my proxy?

A:

You may change your vote or revoke your proxy at any time before the completion of voting at the Annual Meeting.

If you are the stockholder of record, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (2) providingdelivering a written notice of revocation to Marketo's Corporate Secretary at Marketo, Inc., 901 Mariners Island Blvd., Suite 500, San Mateo, California 94404 prior to your shares being voted, or (3) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the Annual Meeting.

For shares you hold beneficially in street name, you may generally change your vote by submitting new voting instructions to your broker, bank, or other nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

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Q:

Can I attend the meeting in person?

A:

You are invited to attend the Annual Meeting if you are a registered stockholder of record or a street name stockholder as of April 9, 2015,11, 2016, the Record Date. In order to enter the Annual Meeting, you must present a form of photo identification acceptable to us, such as a valid driver's license or passport. If you hold your shares beneficially in street name, you will need to provide proof of stock ownership as of the Record Date. Please note that since a street name stockholder is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow instructions from your broker, bank, or other nominee for obtaining a legal proxy. Please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy.

Q:

How many shares must be present or represented to conduct business at the Annual Meeting?

A:

At the Annual Meeting, the presence in person or by proxy of a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. If you have returned valid proxy instructions or attend the Annual Meeting in person, your shares of common stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting.

Q:

What is the voting requirement to approve each of the proposals?

A:

Each director is elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. Accordingly, the twothree nominees receiving the highest number of affirmative votes will be elected as Class IIIII directors to serve until the 20182019 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on such proposal. Abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote "against" the proposal. Broker non-votes will have no effect on the outcome of the vote.

Q:

What are broker non-votes?

A:

Broker non-votes are shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients at least 10ten days prior to the Annual Meeting. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will have discretion to vote your shares on our sole "routine" matter—the ratification of the appointment of the Company's independent registered public accounting firm. Your broker will not have discretion to vote on the election of directors absent direction from you.

Q:

Who will tabulate the votes?

A:

Computershare Trust Company, N.A. has been engaged to receive and tabulate stockholder votes. Computershare will also certify the election results and perform any other acts required by the Delaware General Corporation Law.

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Q:

What is the deadline to propose actions for consideration at next year's Annual Meeting of Stockholders or to nominate individuals to serve as directors?

A:

Stockholder Proposals:    Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders by submitting their proposals in writing to Marketo's Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 20162017 Annual Meeting of Stockholders, the Corporate Secretary of Marketo must receive the written proposal at our principal executive offices no later than December 19, 2015.14, 2016. If we hold our 20162017 Annual Meeting of Stockholders more than 30 days before or after June 1, 20162017 (the one-year anniversary date of the 20152016 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholdersstockholder proposals must be received under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably determined to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such proposals also must comply and with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

Proposals should be addressed to Marketo, Inc., Attn: Corporate Secretary, 901 Mariners Island Blvd., Suite 500, San Mateo, California 94404.

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) pursuant to our proxy materials with respect to such meeting, (2) by or at the direction of our Board of Directors, or (3) by a stockholder who is a stockholder of record at the time that it submits notice of the proposed action and on the record date for the determination of stockholders entitled to vote at the annual meeting, and who has timely complied in proper written form with the notice procedures set forth in our amended and restated bylaws. In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to our amended and restated bylaws and applicable law. To be timely for our 20162017 Annual Meeting of Stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•

not earlier than the close of business on February 2, 2016,6, 2017, and



•

not later than the close of business on March 3, 2016.8, 2017.

If we hold our 20162017 Annual Meeting of Stockholders more than 30 days before or more than 60 days after June 1, 20162017 (the one-year anniversary date of the 20152016 Annual Meeting of Stockholders), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by our Corporate Secretary at our principal executive offices:

•

not earlier than the close of business on the 120th day prior to such annual meeting, and



•

not later than the close of business on the later of (i) the 90th day prior to such annual meeting, and (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made.

To be in proper written form, a stockholder's notice to the Corporate Secretary must include the following information for each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address of the stockholder(s) and their associated person(s) proposing such business, (3) the class

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and number of shares of the Company which are held of record or are beneficially owned by the stockholder(s) and their associated person(s), (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder(s) or their associated person(s) with respect to any securities of the Company, and a description of any other similar agreement, arrangement or understanding, (5) any material interest of the stockholder(s) and their associated person(s) in such business and (6) a statement whether such stockholder(s) or their associated person(s) will deliver a proxy statement and form of proxy to the Company's stockholders. In addition, to be in proper written form, a stockholder's notice to the Corporate Secretary must be supplemented not later than five days following the record date to disclose the information contained in clauses (3) and (4) in this paragraph as of the record date. A stockholder's "associated person" is defined as (1) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (2) any beneficial owner of shares of stock of the Company owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (3) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (1) and (2).

Nomination of Director Candidates:    As set forth in our Policies and Procedures for Director Candidates, available at http://investors.marketo.com/governance.cfm, stockholders holding at least one percent (1%) of the fully diluted capitalization of Marketo continuously for at least 12twelve months prior to the date of the submission of the recommendation may propose director candidates for consideration by our Nominating and Governance Committee. Any such recommendations should include the nominee's name, age, contact information, biography, qualifications, a consent signed by the nominee, and a statement from the recommending stockholder in support of the nominee, and should be directed to Marketo's Corporate Secretary at our principal executive offices.

In addition, our amended and restated bylaws permit certain stockholders to nominate directors for election at an annual meeting of stockholders. To be eligible, a stockholder must be a stockholder of record as of the date it submits notice of its proposed nomination and as of the record date determining stockholders entitled to vote at the annual meeting.

To be in proper written form, a stockholder's notice to the Corporate Secretary must include the following information for each nominee whom the stockholder proposes to nominate for election or re-election as a director: (1) the name, age, business and residence address of the nominee, (2) the principal occupation or employment of the nominee, (3) the class and number of shares of the Company that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Company, and a description of any other similar agreement, arrangement or understanding, the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (5) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons pursuant to which the nominations are to be made by the stockholder, (6) a written statement executed by the nominee acknowledging that as a director of the Company, the nominee will owe a fiduciary duty under Delaware law with respect to the Company and its stockholders, and (7) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required (including without limitation the nominee's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected). As to such stockholder(s) giving notice of the director nomination, such notice must also include the following information as to the stockholder and any stockholder

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associated person: (1) the name and address of the stockholder(s) and their associated person(s)

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proposing such business, (2) the class and number of shares of the Company which are held of record or are beneficially owned by the stockholder(s) and their associated person(s), (3) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder(s) or their associated person(s) with respect to any securities of the Company, and a description of any other similar agreement, arrangement or understanding, (4) any material interest of the stockholder(s) and their associated person(s) in such business and (5) a statement whether such stockholder(s) or their associated person(s) will deliver a proxy statement and form of proxy to the Company's stockholders. In addition, to be in proper written form, a stockholder's notice to Marketo's Corporate Secretary must be supplemented not later than five days following the record date to disclose the information contained in clauses (2) and (3) in this paragraph as of the record date. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time period described above under "Stockholder Proposals" for stockholder proposals that are not intended to be included in our proxy statement.

Copy of Bylaw Provisions:    Our amended and restated bylaws are available at http://investors.marketo.com/governance.cfm. You may also contact our Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Q:

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A:

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as "householding."

Brokers with account holders who are Marketo stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or Marketo that you no longer wish to participate in householding.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, you may (1) notify your broker if you hold in street name, or (2) if you are a holder of record, either direct your written request to: Investor Relations, Marketo, Inc., 901 Mariners Island Blvd., Suite 500, San Mateo, California 94404 or contact our Investor Relations department by email at ir@marketo.com or by telephone at 1-650-727-6845. Stockholders who currently receive multiple copies of the Proxy Statement or Annual Report at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Q:

Who is Marketo's transfer agent, and how can I contact them?

A:

Our transfer agent is Computershare Trust Company, N.A. You can contact them by telephone at 1-877-373-6374 (U.S.) or +1-781-575-3120 (outside the U.S.), or by email at web.queries@computershare.com.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

        The following table sets forth the names, ages and positions of our executive officers and directors as of March 31, 2015:2016:

Executive Officers

        Phillip M. Fernandez co-founded our company and has served as our President, Chief Executive Officer and Chairman of our Board of Directors since January 2006. Prior to joining us, Mr. Fernandez was with Epiphany, Inc., a customer relationship management (CRM) software company acquired by SSA Global Technologies, Inc. in September 2005. From April 1999 to September 2005, he served in various executive roles at Epiphany, most recently as President and Chief Operating Officer from July 2003 until September 2005. Mr. Fernandez served onis a member of the Boardboard of Directorsdirectors of PTC, Inc., a computer software company, and was a member of the board of directors of TIBCO Software Inc., a provider of infrastructure and business intelligence software, from June 2014 until its sale in December 2014.2014, when it was acquired by Vista Equity Partners. Mr. Fernandez holds a B.A. in History from Stanford University.

        We believe Mr. Fernandez is qualified to serve as a member of our Board of Directors because of his operational and historical expertise gained from serving as our President and Chief Executive Officer. As one of our founders and the longest serving member of our Board of Directors, we also value his deep understanding of our business as it has evolved over time.

        Frederick A. BallBrian K. Kinion has served as our Senior Vice President and Chief Financial Officer since March 2016. He served as our Group Vice President, Finance from November 2014 to March 2016 and as our Vice President, Finance from July 2013 to November 2014. Prior to joining us, Mr. Kinion was the VP Global Controller, Cloud Revenue Operations at SuccessFactors, a cloud-based software company acquired by SAP SE in 2011, and since 2007 oversaw SuccessFactors' accounting and external reporting departments, as well as other certain other aspects of SuccessFactors' operations. Mr. Kinion holds a B.A. in Accounting and an M.B.A. from Saint Mary's College of California.

Frederick A. Ball has served as our Executive Vice President and Chief Administrative Officer since March 2016, and was our Senior Vice President and Chief Financial Officer from May 2011.2011 to March 2016. Prior to joining us, Mr. Ball served as the Chief Financial Officer of Webroot Software, Inc., a

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software security solutions provider, from June 2008 to April 2011. From August 2004 to October 2007, Mr. Ball served as Senior Vice President and Chief Financial Officer at BigBand Networks, Inc., a digital video networking company, and as an advisor from October 2007 to June 2008. From October 2003 to May 2004, Mr. Ball served as Chief Operating Officer and director of CallTrex Corporation, a provider of customer service solutions. From September 1999 to July 2003, Mr. Ball served in various executive roles at Borland Software Corporation, a software company, most recently as Executive Vice President of Corporate Development and Mergers and Acquisitions. Mr. Ball currently serves as a member of the board of directors of Advanced Energy Industries, Inc., a provider of power and control technologies, and Electro Scientific Industries, Inc., a supplier of laser systems. Mr. Ball holds a B.S. in Accounting from Virginia Polytechnic Institute and State University.

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Sanjiv P. Dholakia has served as our Senior Vice President and Chief Marketing Officer since July 2012, and was our Senior Vice President of Product Marketing from April 2012 to July 2012. Prior to joining us, Mr. Dholakia served as Chief Executive Officer from April 2010 to April 2012 at Crowd Factory, Inc., a social marketing application company we acquired in April 2012. From November 2008 to April 2010, he served as Chief Marketing Officer at Lithium Technologies Inc., a social-media marketing software company. Mr. Dholakia was with SumTotal Systems, Inc., a talent development enterprise software company, from February 2001 to October 2008, where he served in various executive roles, most recently as Senior Vice President and General Manager, Learning and Talent Management Business Unit from October 2007 until October 2008. Mr. Dholakia holds a B.S. in Economics from the Wharton School at the University of Pennsylvania and an M.B.A. in Strategy and Marketing from the Kellogg School of Management.

        Jason L. Holmes has served as our Executive Vice President and Chief Operating Officer since March 2016. Mr. Holmes served as our Senior Vice President and Chief Customer Officer sincefrom July 2013 to March 2016 and was our Senior Vice President, Client Services from February 2012 to July 2013. Prior to joining us, Mr. Holmes served as Vice President, Global Professional Services at Adobe Systems Incorporated, a computer software company, from October 2009 to February 2012. From October 2008 to October 2009, he served as Vice President, Worldwide Consulting at Omniture, Inc., an online marketing and web analytics company acquired by Adobe in November 2009. From April 2007 to September 2008, Mr. Holmes served as Vice President, Consulting at Oracle Corporation, a computer technology company. Mr. Holmes holds a B.S. in Finance from Arizona State University and an M.B.A. in Marketing from Northern Illinois University.

        Stephen M. Sloan has served as our Senior Vice President, Products and Engineering since November 2013, and was our Vice President, Product Management from July 2013 to November 2013. Prior to joining us, Mr. Sloan led product management for a new service at Amazon Web Services from May 2012 to June 2013. Mr. Sloan was with Microsoft Corporation from September 2005 to April 2012, where he served in several product management roles, most recently as Director, Product Management for Microsoft Office and Office 365. At Microsoft, Mr. Sloan also held product management leadership roles for a range of technologies including Exchange, Windows Azure and BizTalk. Mr. Sloan holds a B.A. in Political Science from the University of California, Berkeley, and an M.B.A. from the Kellogg School of Management at Northwestern University.

Margo M. Smith has served as our Senior Vice President and General Counsel since September 2013. Prior to joining us, Ms. Smith was with QuinStreet, Inc., an online performance marketing company, where she served as Senior Vice President and Chief Legal Officer from February 2013 to September 2013 and as Interim General Counsel from August 2012 to February 2013. Ms. Smith was with Verigy Ltd., a semiconductor automatic test equipment manufacturer, from May 2006 to October 2011, where she served in various roles, most recently as Executive Vice President and General Counsel. Previously, Ms. Smith was an attorney at the law firm of Wilson Sonsini Goodrich & Rosati Professional Corporation. Ms. Smith holds a B.A. degree in Political Science from the University of Washington and a J.D. from Columbia University School of Law.

Steven M. Winter has served as our Executive Vice President, Worldwide Field Operations since October 2014. From January 2005 to September 2014, Mr. Winter served in various executive roles at SAP, a global application software company, most recently as SAP's Global Head of its Customer Line of Business Organization. Prior to SAP, Mr. Winter worked at PeopleSoft, Inc., an enterprise application software company, where he held various executive sales management roles. Mr. Winter holds a B.A. in Business Administration from Georgia State University.

Board of Directors

        Neeraj Agrawal has served as a member of our Board of Directors since November 2011. Since May 2007, Mr. Agrawal has been a general partner of Battery Ventures, a venture capital firm he

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joined in 2000. He is a member of the board of directors of Wayfair, Inc., a specialty retail company, and served on the board of directors of Bazaarvoice, Inc., a social commerce solutions company, and Wayfair, Inc., a specialty retail company.from September 2007 to October 2015. Mr. Agrawal holds a B.S. in Computer Science from Cornell University and an M.B.A. from the Harvard Business School.

        We believe Mr. Agrawal is qualified to serve as a member of our Board of Directors because of his substantial corporate governance, business strategy, financial, and corporate development expertise gained from his significant experience in the venture capital industry analyzing, investing in and serving on the boards of directors of various public and private technology companies. We also value his perspective

Lynne Biggar has served as a representative of onemember of our significant stockholders.Board of Directors since July 2015. Ms. Biggar has served as Executive Vice President and Chief Marketing Officer and Communications Officer at Visa Inc. since February 2016. Ms. Biggar served as the Executive Vice President of Consumer Marketing & Revenue at Time Inc. from November 2013 to January 2016. From 1992 to November 2013, Ms. Biggar served in various leadership roles at American Express, most recently as Executive Vice President & General Manager of International Card Products and Experiences for American Express. Ms. Biggar is a member of the board of directors of Voya Financial, Inc., a financial services company. Ms. Biggar holds a B.A. from Stanford University and an MBA, Marketing and Organizational Management from Columbia University Graduate School of Business.

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        We believe that Ms. Biggar is qualified to serve as a member of our Board of Directors because of her substantial experience in marketing and strategic growth gained from serving leadership roles in several large public companies.

        Susan L. Bostrom has served as a member of our Board of Directors since May 2012. Ms. Bostrom was with Cisco Systems, Inc., a networking equipment provider, from October 1997 to January 2011, where she served in various executive roles, most recently as Chief Marketing Officer from January 2006 and as Executive Vice President from August 2007 until January 2011. She is a member of the board of directors of Cadence Design Systems, Inc., an electronic design company, Varian Medical Systems, Inc., a medical devices and software manufacturer, Rocket Fuel Inc., an advertising technology company, and ServiceNow, Inc., an enterprise IT cloud company. Ms. Bostrom holds a B.S. in Marketing from the University of Illinois and an M.B.A. from the Stanford Graduate School of Business.

        We believe Ms. Bostrom is qualified to serve as a member of our Board of Directors because of her substantial corporate governance, operational, and financial expertise gained from holding various executive positions at a publicly traded technology company and from serving on the boards of directors for several public companies.

        Cambria Dunaway has served as a member of our Board of Directors since October 2015. Ms. Dunaway served as the U.S. President and Global Chief Marketing Officer of KidZania, an international location-based entertainment company focused on children's role-playing activities, from October 2010 to December 2014. From October 2007 to October 2010, Ms. Dunaway served as Executive Vice President for Nintendo of America, a subsidiary of Nintendo Co., Ltd., a Japanese multinational consumer electronics and software company, with oversight of all sales and marketing activities for the company in the United States, Canada, and Latin America. Before joining Nintendo, Ms. Dunaway was Chief Marketing Officer for Yahoo! from June 2003 to November 2007. Prior to joining Yahoo!, Ms. Dunaway was at Frito-Lay for 13 years in various leadership roles in sales and marketing, including serving as the company's Chief Customer Officer and as Vice President of Kids and Teens brands. Ms. Dunaway is a member of the board of directors of Red Robin Gourmet Burgers, Inc. Ms. Dunaway holds a B.S. degree in business administration from the University of Richmond and an M.B.A. from Harvard Business School.

        We believe Ms. Dunaway is qualified to serve as a member of our Board of Directors because of her substantial experience as a senior marketing and general management executive. She brings particular experience in the areas of marketing strategy, finance, communications, data analytics, customer loyalty, digital transformation, and governance.

Tae Hea Nahm has served as a member of our Board of Directors since July 2008. Mr. Nahm has been a managing director of Storm Ventures, a venture capital firm he co-founded, since September 2000. Prior to Storm Ventures, Mr. Nahm was a partner at the law firms of Venture Law Group and Wilson Sonsini Goodrich & Rosati, P.C. Mr. Nahm also serves as Chairman of the Board of MobileIron, a mobile enterprise company, and served on the board of directors of Com2uS, a South Korean mobile game publisher, from August 2005 to December 2013. Mr. Nahm holds an A.B. in Applied Mathematics from Harvard University and a J.D. from the University of Chicago Law School.

        We believe Mr. Nahm is qualified to serve as a member of our Board of Directors because of his substantial corporate finance, business strategy and corporate development expertise gained from his significant experience in the venture capital industry analyzing, investing in and serving on the boards of directors of various private and public technology companies. We also value his perspective as a representative of one of our significant stockholders.

Douglas A. Pepper has served as a member of our Board of Directors since October 2006. Mr. Pepper is a general partner of InterWest Partners, a venture capital firm, which he joined in September 2000. Mr. Pepper holds a B.A. in History from Dartmouth College and an M.B.A. from the Stanford Graduate School of Business.

        We believe Mr. Pepper is qualified to serve as a member of our Board of Directors because of his substantial corporate finance, business strategy and corporate development expertise gained from his significant experience in the venture capital industry analyzing, investing in and serving on the boards of directors of various private technology companies. We also value his deep understanding of our business and customer base he has gained as a longstanding member of our Board of Directors as well as his perspective as a representative of one of our significant stockholders.

        Roger S. Siboni has served as a member of our Board of Directors since October 2011. Mr. Siboni was with Epiphany, Inc., a provider of customer interaction software, where he served as presidentPresident and chief executive officer

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Chief Executive Officer from August 1998 to July 2003 and as chairman of the board of directors until it was acquired by SSA Global Technologies, Inc. in September 2005. Prior to joining Epiphany,

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Mr. Siboni spent more than 20 years at KPMG Peat Marwick LLP, a member firm of KPMG International, an accounting and consulting firm, most recently as its deputy Chairman and Chief Operating Officer. Mr. Siboni also serves on the board of directors of Cadence Design Systems, Inc., an electronic design company, and Dolby Laboratories, Inc., a provider of entertainment technologies. Previously, Mr. Siboni served on the board of directors of infoGROUP Inc. from January 2009 until it was acquired by CCMP Capital Advisors, LLC in July 2010, ArcSight, Inc. from June 2009 until it was acquired by Hewlett-Packard Company in October 2010, and Classmates Media Corporation, a wholly owned subsidiary of United Online, Inc. from 2007 to 2010. Mr. Siboni is also a past chairman of the advisory board for the Walter A. Haas School of Business at the University of California at Berkeley. Mr. Siboni holds a B.S. in Business Administration from the University of California at Berkeley.

        We believe Mr. Siboni is qualified to serve as a member of our Board of Directors because of his substantial corporate governance, operational, and financial expertise gained as an executive at several companies in the technology and finance industries, including his experience as deputy Chairman and Chief Operating Officer at KPMG and his experience serving on the boards of directors of several public companies.

        Wesley R. Wasson has served as a member of our Board of Directors since September 2009. Mr. Wasson retired in July 2013 from Citrix Systems, Inc., a cloud and mobile computing technology company, where he served in various executive roles, including Senior Vice President of Strategy from October 2012 to July 2013 and Senior Vice President and Chief Marketing Officer from October 2007 to September 2012. He joined Citrix in August 2005 through its acquisition of NetScaler, Inc., where he was Vice President of Worldwide Marketing. Mr. Wasson holds a B.S. in Business Administration from Biola University and an M.B.A. from the University of Phoenix.

        We believe Mr. Wasson is qualified to serve as a member of our Board of Directors because of his extensive operational, corporate governance, and technical expertise gained from his experience serving in various senior management positions at several technology companies, including a publicly traded company.

        Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors or executive officers.

Board Composition

        Our business and affairs are managed under the direction of our Board of Directors. The number of directors is fixed by our Board of Directors, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws. Our Board of Directors currently consists of seveneight directors, sixseven of whom qualify as "independent" under the NASDAQ Stock Market listing rules. In connection with Mr. Agrawal's determination not to stand for re-election to the Company's Board of Directors when his current term as a Class III director expires at the Annual Meeting, the Board of Directors has taken action to reduce the size of the Board of Directors to seven members effective immediately prior to such time that the Annual Meeting is called to order.

        In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws, our Board of Directors is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows:

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the Class I directors are Ms. Bostrom and Mr. Siboni, and their terms will expire at the annual meeting of stockholders to be held in 2017;

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the Class II directors are Messrs. PepperMs. Biggar and Mr. Wasson, and they are standing for reelection at this annual meeting of stockholders; and



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the Class III directors are Messrs. Agrawal, Fernandez and Nahm, and their terms will expire at the annual meeting of stockholders to be held in 2016.2018; and



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the Class III directors are Mr. Agrawal, Ms. Dunaway, Mr. Fernandez, and Mr. Nahm. Each Class III director except Mr. Agrawal is standing for re-election at this Annual Meeting.

Table        Mr. Agrawal is not standing for re-election to the Company's Board of ContentsDirectors when his current term as a Class III director expires at the Annual Meeting. Mr. Agrawal is expected to continue to serve as a director through his current term. The Board of Directors has taken action to reduce the size of the Board of Directors to seven members effective immediately prior to such time that the Annual Meeting is called to order.

        Our Board of Directors has adopted a Director Resignation Policy, which is contained in our Corporate Governance Guidelines. Under this policy, our Board of Directors will nominate for election or re-election as a director only candidates who have tendered, in advance of such nomination, an irrevocable, conditional resignation that will be effective only upon both (i) the failure in an uncontested election to receive more votes cast for than against or withheld from his or her election, and (ii) the Board of Directors' acceptance of such resignation (upon the recommendation of our nominating and governance committee). In addition, the Board of Directors will fill director vacancies and new directorships only with candidates who agree to tender such resignation promptly following their appointment to the Board of Directors. Each of our directors has tendered such a resignation.

        Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control. Under Delaware law, our directors may be removed for cause by the affirmative vote of the holders of a majority of our outstanding voting stock. Directors may not be removed by our stockholders without cause.

        Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Board Meetings, Annual Stockholder Meeting and Director Communications

        During fiscal year 2014,2015, the Board of Directors held eight meetings. During fiscal year 2014,2015, each director attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by any of the committees of the Board of Directors on which such director served.served at the time of the meeting. See "—Board"Board Committees" for the total number of meetings held by each committee.

        Directors are also encouraged to attend annual meetings of the stockholders of the Company. All seven of our directors who were serving at the time attended the 2014 annual meeting2015 Annual Meeting of stockholders.Stockholders.

Director Communications

        Stockholders and other interested parties may communicate with the non-management members of the Board of Directors by mail to the Company's principal executive offices addressed to the intended recipient and care of our Corporate Secretary.General Counsel. Our Corporate SecretaryGeneral Counsel will review all incoming stockholder communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations, and patently offensive or otherwise inappropriate material) and route such communications, as appropriate, to member(s) of the Board of Directors.

Director Independence

        Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our Board of Directors determined that none of Messrs.Mr. Agrawal, Ms. Biggar, Ms. Bostrom, Ms. Dunaway, Mr. Nahm, Pepper,Mr. Siboni, and Mr. Wasson and Ms. Bostrom has a relationship that would interfere with the exercise of

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independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of The NASDAQ Stock Market. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our companyCompany and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described under "Certain Relationships and Related Transactions." The Board of Directors also determined that each director other than Mr. Fernandez is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code, as amended (the "Code").

Board Committees

        Our Board of Directors currently has an audit committee, a compensation and leadership development committee and a nominating and governance committee. The Board of Directors also forms special committees, and subcommittees from time to time. The composition and responsibilities of each of our audit committee, our compensation and leadership development committee and our nominating and governance committee are described below. Each of these committees operates under a written charter adopted by our Board of Directors whichand is available on the Investor Relations section of our website at http://investors.marketo.com/governance.cfm. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

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Audit Committee

        Our audit committee is comprised of Messrs.Mr. Agrawal, Ms. Dunaway, Mr. Nahm, and Mr. Siboni. Mr. Siboni serves as our audit committee chairperson. The composition of our audit committee meets the requirements for independence of audit committee members under current NASDAQ Stock Market listing standards and SEC rules and regulations. Each member of our audit committee meets the financial literacy requirements of the current listing standards. In addition, our Board of Directors has determined that Mr. Siboni is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). During fiscal year 2014,2015, the audit committee held 13eleven meetings. The responsibilities of our audit committee include, among other things:

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selecting, hiring, compensating, overseeing, and, hiringwhere appropriate, replacing the independent registered public accounting firm to audit our financial statements;



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supervisingoverseeing and, at least annually, evaluating the independence and performance of the independent registered public accounting firm, including a review and evaluation of the performance of the lead partner of the independent registered public accounting firm;



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approving audit and non-audit services and fees;



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reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements;



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reviewing results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;



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preparing the audit committee report that the SEC requires to be included in our annual proxy statement;



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reviewing earnings press releases and earnings guidance;



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reviewing reports and communications from the independent registered public accounting firm;

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reviewing and discussing with management and the independent registered public accounting firm the adequacy and effectiveness of our internal controls, including any changes, significant deficiencies, or material weaknesses in those controls and any audit steps adopted in light of any control deficiencies, and any fraud that involves management or other Company employees who have a significant role in the Company's internal controls;



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reviewing and discussing with management and the independent registered public accounting firm the adequacy and effectiveness of the Company's disclosure controls and procedures;



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reviewing and discussing with management and the independent registered public accounting firm the overall adequacy and effectiveness of our legal, regulatory, and ethical compliance programs;



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reviewing and discussing with management and the independent registered public accounting firm the Company's major financial risk exposures and the steps management has taken to monitor and control those exposures, including our policies on risk assessment and risk management;



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reviewing and overseeing our related party transactions policytransaction policies and reviewing and overseeing potential related party transactions;



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establishing and overseeing procedures for the receipt, retention, and treatment of complaints on accounting, related complaintsinternal accounting controls, or audit matters and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters; and



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reviewing annually the audit committee charter and the committee's performance.

        Our audit committee was established in accordance with, and operates under a written charter that satisfies, the applicable rules of the SEC and the listing standards of The NASDAQ Stock Market. We intend to comply with future requirements to the extent they become applicable to us.

Compensation and Leadership Development Committee

        Our compensation and leadership development committee is comprised of Ms. Biggar, Ms. Bostrom, and Messrs. Pepper andMr. Wasson. Ms. Bostrom serves as our compensation and leadership development committee chairperson. The composition of our compensation and leadership development committee