UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2019
Proofpoint, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-35506 | | 51-041486 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
892 Ross Drive, Sunnyvale CA | | 94089 |
(Address of principal executive offices) | | (Zip Code) |
(408) 517-4710
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | PFPT | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operation and Financial Condition. |
On July 25, 2019, Proofpoint issued a press release announcing financial results for the quarter ended June 30, 2019.
In addition to following our press releases and SEC filings, investors should also monitor the investors section of our website at investors.proofpoint.com, as we post investor-oriented information such as news and events, financial filings, webcasts, presentations and other relevant materials to it.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto (the “2.02 Information”) are being furnished pursuant to Item 2.02 of Form 8-K and will not be deemed “filed” for purposes of Section 18 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)
On July 24, 2019, the Board of Directors (the “Board”) of Proofpoint, Inc. (the “Company”) appointed Peter Leav and Leyla Seka to the Board. Each of Mr. Leav and Ms. Seka will serve as a Class II director whose current term will expire at the Company’s 2020 annual meeting of the stockholders.
There is no arrangement or understanding with any person pursuant to which Mr. Leav or Ms. Seka was appointed as a member of the Board.
Neither Mr. Leav nor Ms. Seka are a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with each of their appointments as a director, each of Mr. Leav and Ms. Seka will receive an initial restricted stock unit grant under the Company’s 2012 Equity Incentive Plan for 1,441 shares of the Company’s common stock (the “Initial RSU Grants”). The Initial RSU Grants will vest on May 31, 2020, subject to such director’s continued service to the Company through such date. In addition, in lieu of quarterly cash compensation for the remainder of 2019, Ms. Seka will receive a restricted stock unit grant under the Company’s Amended and Restated 2012 Equity Incentive Plan for 262 shares, which vests in equal amounts on September 30, 2019, December 31, 2019 and March 31, 2020 (the “Seka Grant”). The Initial RSU Grants and the Seka Grant will accelerate and vest in full in the event of a change in control of the Company. Each of Mr. Leav and Ms. Seka will also receive other standard non-employee director cash and equity compensation pursuant to the Company’s non-employee director compensation policy.
In addition to the compensation that each of Mr. Leav and Ms. Seka will receive in connection with his and her appointment as a member of the Board, the Company intends to enter into a standard form of indemnity agreement with each such director. The indemnity agreement, among other things, would require the Company to indemnify the director for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred by him or her in any action or proceeding arising out of his or 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 Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 001-35506), as filed with the Securities and Exchange Commission on October 31, 2017.
Item 9.01 | Financial Statements and Exhibits. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| | Proofpoint, Inc. |
| | |
| | |
Date: July 25, 2019 | By: | /s/ Paul Auvil |
| | Paul Auvil |
| | Chief Financial Officer |
3
