Current Report Filing (8-k)

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): February 25, 2021

Proofpoint, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35506

51-0414846

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

925 West Maude Ave

Sunnyvale CA

94085

(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 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 25, 2021, the Board of Directors (the “Board”) of Proofpoint, Inc. (the “Company”) appointed Elizabeth (“Betsy”) Rafael as a member of the Board. Ms. Rafael will serve as a Class I director whose current term will expire at the Company’s 2022 annual meeting of the stockholders. The Board also approved Ms. Rafael’s appointment to the Audit Committee.

In connection with her appointment as a director, the Board granted Ms. Rafael an equity award of 537 Restricted Stock Units (RSUs) under the Company’s 2012 Equity Incentive Plan (“RSU Grant”). The RSU Grant will vest in full on first anniversary of the date of grant, subject to Ms. Rafael’s continued services to the Company through such vesting date. The RSU Grant will accelerate and vest in full in the event of a change in control of the Company. Ms. Rafael 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 Ms. Rafael 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. Rafael. The indemnity agreement, among other things, would require the Company to indemnify Ms. Rafael 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 Exhibit 10.01 to the Company’s Registration Statement on Form S-1/A (File No. 333-178479), as filed with the Securities and Exchange Commission on April 9, 2012.

There is no arrangement or understanding with any person pursuant to which Ms. Rafael was appointed as a member of the Board. Ms. Rafael is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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.