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| CIK | 1212458 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Proofpoint Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| September 10, 2021 |
15-12B 1 d224812d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35506 Proofpoint, Inc. (Exact name of |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
Thoma Bravo Completes Acquisition of Proofpoint Exhibit 99.1 Thoma Bravo Completes Acquisition of Proofpoint SUNNYVALE and SAN FRANCISCO, Calif., August 31, 2021 ? Thoma Bravo, a leading software investment firm, and Proofpoint, Inc. (?Proofpoint), a leading cybersecurity and compliance company, today announced the completion of Thoma Bravo?s acquisition of Proofpoint for approximately $12.3 billion in cash. The acquisition was previously annou |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 31, 2021 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 51-0414846 (State of Incorporation) (Commission File Number) (I.R.S. Employe |
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| August 31, 2021 |
S-8 POS 1 d436381ds8pos.htm S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST |
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| August 31, 2021 |
S-8 POS 1 d436381ds8pos.htm S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST |
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| August 31, 2021 |
Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROOFPOINT, INC. ARTICLE ONE The name of the corporation is Proofpoint, Inc. (the ?Corporation?). ARTICLE TWO The address of the Corporation?s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Tr |
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| August 31, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF PROOFPOINT, INC. A Delaware corporation Adopted as of August 31, 2021 ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, city of Wilmington, Delaware, 19801, County of New Castle. The name of the corporation?s registered agent at such address shall be Th |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 31, 2021 |
Form of Termination Agreement, between Proofpoint, Inc. and the applicable Capped Call Counterparty. Exhibit 10.1 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this ?Termination Agreement?) with respect to the Call Option Confirmations (as defined below) is made as of August [?], 2021 between [DEALER] (?Dealer?) and Proofpoint, Inc. (?Counterparty?), a Delaware corporation. WHEREAS, Counterparty issued $920,000,000 principal amount of 0.25% Convertible Senior Notes due 2024 (the ?Convertible |
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| August 31, 2021 |
First Supplemental Indenture, between Proofpoint, Inc. and Wells Fargo Bank, National Association. Exhibit 4.1 PROOFPOINT, INC. as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August [?], 2021 0.25% Convertible Senior Notes due 2024 FIRST SUPPLEMENTAL INDENTURE, dated as of August [?], 2021 (this ?Supplemental Indenture?), among Proofpoint, Inc., a Delaware corporation (the ?Company?), as issuer, and Wells Fargo Bank, National Associatio |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-254232) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-236541) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-235302) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-232883) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-231580) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-229773) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333- |
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| August 26, 2021 |
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): August 25, 2021 Proofpoint, Inc. |
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| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period fromto Commission File Number 001-35506 PROOFPOINT, INC. (Exact |
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| July 30, 2021 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| July 30, 2021 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| July 30, 2021 |
EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the ?Company?), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: ? the Quarterly Report on Form 10-Q of the Company for the qu |
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| July 30, 2021 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the ?Company?), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: ? the Quarterly Report on Form 10-Q of the Company for the q |
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| July 29, 2021 |
Proofpoint Announces Second Quarter 2021 Financial Results Exhibit 99.1 Proofpoint Announces Second Quarter 2021 Financial Results Second Quarter Highlights ? Total revenue of $308.7 million, up 19% year-over-year ? Billings of $328.6 million, up 31% year-over-year ? GAAP EPS of $(0.92) per share, Non-GAAP EPS of $0.63 per share ? Operating cash flow of $60.9 million and free cash flow of $54.8 million SUNNYVALE, Calif., ? July 29, 2021 ? Proofpoint, Inc. |
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| July 29, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 29, 2021 Proofpoint, Inc. |
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| July 26, 2021 |
Submission of Matters to a Vote of Security Holders 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 26, 2021 (July 23, 2021) Proofpoint, Inc. |
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| July 23, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 23, 2021 Proofpoint, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-35506 51-0414846 (State of Incorporation) (Commission File Number) (I.R.S. Employer |
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| July 23, 2021 |
Exhibit 99.1 Proofpoint Stockholders Approve Acquisition by Thoma Bravo Proofpoint Stockholders to Receive $176.00 Per Share in Cash SUNNYVALE, Calif. and SAN FRANCISCO, July 23, 2021 ? Proofpoint, Inc. (NASDAQ: PFPT) (the ?Company?), a leading cybersecurity and compliance company, today announced that its stockholders voted to approve the acquisition of Proofpoint by Thoma Bravo, a leading softwa |
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| July 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 13, 2021 Proofpoint, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-35506 51-0414846 (State of Incorporation) (Commission File Number) (I.R.S. Employer |
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| June 16, 2021 |
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): June 14, 2021 Proofpoint, Inc. |
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| June 14, 2021 |
Financial Statements and Exhibits, Other Events 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): June 14, 2021 Proofpoint, Inc. |
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| June 14, 2021 |
DEFM14A 1 nt10024151x2defm14a.htm DEFM14A TABLE OF CONTENTS 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 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission O |
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| June 14, 2021 |
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): June 14, 2021 Proofpoint, Inc. |
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| June 14, 2021 |
Exhibit 99.1 Proofpoint Announces Cancellation of its 2021 Annual Meeting of Stockholders Special Meeting of Stockholders to Vote on Pending Acquisition by Thoma Bravo to be Scheduled for Later Date SUNNYVALE, Calif., June 14, 2021 ? Proofpoint, Inc. (NASDAQ: PFPT), a leading cybersecurity and compliance company, today announced its Board of Directors has cancelled the 2021 Annual Meeting of Stock |
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| June 10, 2021 |
Financial Statements and Exhibits, Other Events 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): June 10, 2021 Proofpoint, Inc. |
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| June 10, 2021 |
Exhibit 99.1 Proofpoint Announces Expiration of ?Go-Shop? Period Transaction Is Expected to Close in Third Quarter of 2021 SUNNYVALE, Calif., June 10, 2021 ? Proofpoint, Inc. (NASDAQ: PFPT), a leading cybersecurity and compliance company, today announced the expiration of the 45-day ?go-shop? period under the terms of the previously announced definitive agreement, pursuant to which Thoma Bravo, a |
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| June 10, 2021 |
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): June 10, 2021 Proofpoint, Inc. |
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| June 2, 2021 |
TABLE OF CONTENTS 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 Filed by the Registrant ? Filed by a party other than the Registrant ?? Check the appropriate box: ? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| May 7, 2021 |
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 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 4, 2021 |
EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the qu |
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| May 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period fromto Commission File Number 001-35506 PROOFPOINT, INC. (Exac |
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| May 4, 2021 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| May 4, 2021 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the q |
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| May 4, 2021 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| April 30, 2021 |
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 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 30, 2021 |
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 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 27, 2021 |
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): April 25, 2021 Proofpoint, Inc. |
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| April 27, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 25, 2021 Proofpoint, Inc. |
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| April 27, 2021 |
Table of Contents Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among PROJECT KAFKA PARENT, LLC PROJECT KAFKA MERGER SUB, INC. and PROOFPOINT, INC. Dated as of April 25, 2021 Table of Contents TABLE OF CONTENTS Page Article 1 THE MERGER Section 1.1 The Merger 2 Section 1.2 Effective Time of Merger 2 Section 1.3 General Effects of Merger 2 Section 1.4 Effect of Merger on Capital |
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| April 27, 2021 |
Exhibit 99.1 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this ?Agreement?) is made and entered into as of April 25, 2021 (the ?Agreement Date?), by and among Project Kafka Parent, LLC, a Delaware limited liability company (?Parent?), Proofpoint, Inc., a Delaware corporation (the ?Company?), and the stockholders of the Company listed on Schedule A and the signature pages hereto (each, |
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| April 26, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Proofpoint Enters Definitive Agreement to be Acquired by Thoma Bravo in $12.3 Billion Transaction Proofpoint Shareholders to Receive $176.00 Per Share in Cash Announces First Quarter Fiscal Year 2021 Financial Results SUNNYVALE & SAN FRANCISCO, Calif., April 26, 2021 ? Proofpoint, Inc., (NASDAQ: PFPT) (the ?Company?), a leading cybersecurity and compliance compan |
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| April 26, 2021 |
Exhibit 99.1 Proofpoint Announces First Quarter 2021 Financial Results Company cancels earnings conference call in light of transaction with Thoma Bravo First Quarter Highlights ? Total revenue of $287.8 million, up 15% year-over-year ? Billings of $276.7 million, up 16% year-over-year ? GAAP EPS of $(0.79) per share, Non-GAAP EPS of $0.49 per share ? Operating cash flow of $95.1 million and free |
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| April 26, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 26, 2021 Proofpoint, Inc. |
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| April 26, 2021 |
Financial Statements and Exhibits, Other Events 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): April 25, 2021 Proofpoint, Inc. |
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| April 26, 2021 |
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 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 26, 2021 |
DEFA14A 1 d300939ddefa14a.htm DEFA14A 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 26, 2021 |
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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 26, 2021 |
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 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 26, 2021 |
DEFA14A 1 d302560ddefa14a.htm DEFA14A 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 26, 2021 |
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 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 26, 2021 |
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): April 25, 2021 Proofpoint, Inc. |
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| March 19, 2021 |
As filed with the Securities and Exchange Commission on March 19, 2021 Registration No. |
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| March 19, 2021 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm EX-23.01 Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of Proofpoint, Inc. of our report dated February 19, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Proofpo |
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| March 12, 2021 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Proofpoint, Inc. of our report dated February 19, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Proofpoint, Inc.?s Annual Report on Form 10-K for |
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| March 12, 2021 |
- REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on March 12, 2021 Registration No. |
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| March 12, 2021 |
InteliSecure, Inc. 2021 Equity Incentive Plan and form of restricted stock unit award agreement Exhibit 99.01 INTELISECURE, INC. 2021 EQUITY INCENTIVE PLAN The InteliSecure,Inc. 2021 Equity Incentive Plan became effective upon its adoption by the Company?s Board of Directors. 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents and S |
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| March 12, 2021 |
Consent of Fenwick & West LLP (contained in Exhibit 5.01) EXHIBIT 5.01 PROOFPOINT, INC. March 12, 2021 Proofpoint, Inc. 925 West Maude Avenue Sunnyvale, CA 94085 Ladies and Gentlemen: At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the ?Registration Statement?) to be filed by Proofpoint, Inc., a Delaware corporation (the ?Company?) with the Securities and Exchange Commission (the ?Commission?) on or about March |
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| March 1, 2021 |
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. |
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| February 19, 2021 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S‑8 (No.333-180839, No.333-187321, No.333-194599, No.333-202312, No.333-209712, No.333-214366, No.333-216195, No.333-221870, No.333-223188, No.333-229773, No.333-231580, No.333-232883, No.333-235302 and No.333-236541) of Proofpoint, Inc. o |
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| February 19, 2021 |
Offer Letter to Ashan Willy from the Registrant, dated October 16 2016 EXHIBIT 10.11 October 18, 2016 Via: Docusign Ashan Willy Dear Ashan: Proofpoint is a next generation cyber security company that protects the way people work today. We give organizations the power to do three critical things; 1) Protect people from advanced attacks that target them via email, mobile apps and social media; 2) Protect the information people create from advanced attacks and complianc |
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| February 19, 2021 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Annual Report on Form 10-K of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances und |
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| February 19, 2021 |
EXHIBIT 32.02 ERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the ?Company?), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: ? the Annual Report on Form 10-K of the Company for the year e |
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| February 19, 2021 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Annual Report on Form 10-K of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances un |
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| February 19, 2021 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Annual Report on Form 10-K of the Company for the year |
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| February 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-35506 PROOFPOINT, INC. (Exact na |
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| February 19, 2021 |
Exhibit 21.01 List of Subsidiaries of Proofpoint Inc. Wholly-Owned Subsidiaries Jurisdiction of Incorporation PROOFPOINT AUSTRIA GMBH PROOFPOINT CANADA INC. Austria Ontario, Canada PROOFPOINT GMBH Federal Republic of Germany PROOFPOINT INTERNATIONAL, INC. Delaware, USA PROOFPOINT JAPAN KK Japan PROOFPOINT LIMITED England and Wales PROOFPOINT NETHERLANDS B.V. PROOFPOINT PTY LTD Netherlands Commonwe |
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| February 19, 2021 |
Description of Securities Registered Under Section 12 of the Exchange Act. EXHIBIT 4.03 DESCRIPTION OF PROOFPOINT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2020, Proofpoint, Inc. (the ?Company,? ?we? or ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our common stock. The following summary of the terms of our common stock is based upon our amended and res |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Proofpoint Inc. Title of Class of Securities: Common Stock CUSIP Number: 743424103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rul |
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| February 4, 2021 |
Proofpoint Announces Fourth Quarter and Full Year 2020 Financial Results Exhibit 99.1 Proofpoint Announces Fourth Quarter and Full Year 2020 Financial Results Fourth Quarter Highlights • Total revenue of $275.1 million, up 13% year-over-year • Billings of $374.9 million, up 8% year-over-year • GAAP EPS of $(0.61) per share, Non-GAAP EPS of $0.51 per share • Operating cash flow of $55.7 million and free cash flow of $28.9 million SUNNYVALE, Calif., – February 4, 2021 – |
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| February 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 4, 2021 Proofpoint, Inc. |
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| November 17, 2020 |
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): November 12, 2020 Proofpoint, Inc. |
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| October 30, 2020 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the q |
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| October 30, 2020 |
Quarterly Report - 10-Q Q3 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period fromto Commission File Number 001-35506 PROOFPOINT, INC. ( |
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| October 30, 2020 |
EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the qu |
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| October 30, 2020 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| October 30, 2020 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| October 29, 2020 |
Proofpoint Announces Third Quarter 2020 Financial Results Exhibit 99.1 Proofpoint Announces Third Quarter 2020 Financial Results Third Quarter Highlights • Total revenue of $266.7 million, up 17% year-over-year • Billings of $294.4 million, up 6% year-over-year • GAAP EPS of $(0.55) per share, Non-GAAP EPS of $0.59 per share • Operating cash flow of $86.0 million and free cash flow of $64.6 million • Increasing FY20 guidance for revenue, Non-GAAP net inc |
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| October 29, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): October 29, 2020 Proofpoint, Inc. |
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| October 8, 2020 |
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): October 2, 2020 Proofpoint, Inc. |
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| August 31, 2020 |
EX-99.1 Exhibit 99.1 PROOFPOINT MEDIA CONTACT: Kristy Campbell Proofpoint, Inc. (408) 850-4142 [email protected] PROOFPOINT INVESTOR CONTACT: Jason Starr Proofpoint, Inc. (408) 585-4351 [email protected] Proofpoint Announces $300 Million Share Repurchase Program Reaffirms third quarter and full year 2020 financial guidance Sunnyvale, Calif., August 31, 2020 — Proofpoint, Inc., (NASDAQ: |
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| August 31, 2020 |
Results of Operations and Financial Condition, Other Events - 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): August 27, 2020 Proofpoint, Inc. |
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| July 31, 2020 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| July 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period fromto Commission File Number 001-35506 PROOFPOINT, INC. (Exact |
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| July 31, 2020 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the q |
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| July 31, 2020 |
Proofpoint Announces Second Quarter 2020 Financial Results Exhibit 99.1 Proofpoint Announces Second Quarter 2020 Financial Results Second Quarter Highlights • Total revenue of $258.4 million, up 21% year-over-year • Billings of $250.0 million, up 8% year-over-year • GAAP EPS of $(0.39) per share, Non-GAAP EPS of $0.51 per share • Operating cash flow of $30.6 million and free cash flow of $18.8 million • Increasing FY20 guidance for revenue, Non-GAAP net i |
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| July 31, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 30, 2020 Proofpoint, Inc. |
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| July 31, 2020 |
EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the qu |
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| July 31, 2020 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| June 15, 2020 |
Submission of Matters to a Vote of Security Holders 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): June 12, 2020 Proofpoint, Inc. |
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| May 8, 2020 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| May 8, 2020 |
EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the qu |
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| May 8, 2020 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| May 8, 2020 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the q |
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| May 8, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period fromto Commission File Number 001-35506 PROOFPOINT, INC. (Exac |
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| May 7, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 7, 2020 Proofpoint, Inc. |
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| May 7, 2020 |
Proofpoint Announces First Quarter 2020 Financial Results Exhibit 99.1 Proofpoint Announces First Quarter 2020 Financial Results First Quarter Highlights • Total revenue of $249.8 million, up 23% year-over-year • Billings of $238.0 million, up 11% year-over-year • GAAP EPS of $(1.30) per share, Non-GAAP EPS of $0.38 per share • Operating cash flow of $92.2 million and free cash flow of $79.8 million SUNNYVALE, Calif., – May 7, 2020 – Proofpoint, Inc. (NA |
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| May 7, 2020 |
Proofpoint Announces First Quarter 2020 Financial Results Exhibit 99.1 Proofpoint Announces First Quarter 2020 Financial Results First Quarter Highlights • Total revenue of $249.8 million, up 23% year-over-year • Billings of $238.0 million, up 11% year-over-year • GAAP EPS of $(1.30) per share, Non-GAAP EPS of $0.38 per share • Operating cash flow of $92.2 million and free cash flow of $79.8 million • Adjusting FY20 guidance to reflect uncertainties arou |
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| May 7, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A (Amendment No. |
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| April 24, 2020 |
DEFA14A 1 pfpt-defa14a20200612.htm DEFA14A 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| April 24, 2020 |
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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-35506 PROOFPOINT, INC. (Exact na |
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| February 20, 2020 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Annual Report on Form 10-K of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances und |
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| February 20, 2020 |
Description of Securities Registered Under Section 12 of the Exchange Act. EXHIBIT 4.03 DESCRIPTION OF PROOFPOINT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Proofpoint, Inc. (the “Company,” “we” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our common stock. The following summary of the terms of our common stock is based upon our amended and res |
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| February 20, 2020 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 20, 2020 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Proofpoint, Inc.?s Annual Report on Form 10-K for the year ended December |
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| February 20, 2020 |
Consent of Fenwick & West LLP (contained in Exhibit 5.01) EX-5.01 Exhibit 5.01 February 20, 2020 Proofpoint, Inc. 892 Ross Drive Sunnyvale, CA 94089 Ladies and Gentlemen: At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Proofpoint, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about February 20, 2020 i |
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| February 20, 2020 |
Exhibit 21.01 List of Subsidiaries of Proofpoint Inc. Wholly-Owned Subsidiaries Jurisdiction of Incorporation PROOFPOINT AUSTRIA GMBH PROOFPOINT CANADA INC. Austria Ontario, Canada PROOFPOINT GMBH Federal Republic of Germany PROOFPOINT INTERNATIONAL, INC. Delaware, USA PROOFPOINT JAPAN KK Japan PROOFPOINT LIMITED England and Wales PROOFPOINT MALTA LTD Republic of Malta PROOFPOINT NETHERLANDS B.V. |
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| February 20, 2020 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S‑8 (No.333-180839, No.333-187321, No.333-194599, No.333-202312, No.333-209712, No.333-214366, No.333-216195, No.333-221870, No.333-223188, No.333-229773, No.333-231580, No.333-232883 and No.333-235302) of Proofpoint, Inc. of our report da |
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| February 20, 2020 |
As filed with the Securities and Exchange Commission on February 20, 2020 As filed with the Securities and Exchange Commission on February 20, 2020 Registration No. |
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| February 20, 2020 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Annual Report on Form 10-K of the Company for the year |
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| February 20, 2020 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Annual Report on Form 10-K of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances un |
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| February 20, 2020 |
EXHIBIT 32.02 ERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Annual Report on Form 10-K of the Company for the year e |
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| February 20, 2020 |
EXHIBIT 2.1 SHARE PURCHASE AGREEMENT by and among Proofpoint, Inc., a Delaware corporation, Proofpoint Israel Holdings Limited, a company organized under the laws of Israel, Observe IT Ltd., a company organized under the laws of Israel, the Company Shareholders and Shareholder Representative Services LLC, as the Shareholders’ Agent Dated as of November 2, 2019 Exhibits Exhibit ADefinitions Exhibit |
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| February 12, 2020 |
PFPT / Proofpoint, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Proofpoint Inc Title of Class of Securities: Common Stock CUSIP Number: 743424103 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule |
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| January 31, 2020 |
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): January 31, 2020 Proofpoint, Inc. |
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| January 31, 2020 |
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): January 31, 2020 Proofpoint, Inc. |
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| January 30, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): January 30, 2020 Proofpoint, Inc. |
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| January 30, 2020 |
Proofpoint Announces Fourth Quarter and Full Year 2019 Financial Results Exhibit 99.1 Proofpoint Announces Fourth Quarter and Full Year 2019 Financial Results Fourth Quarter Highlights • Total revenue of $243.4 million, up 23% year-over-year • Billings of $347.2 million, up 29% year-over-year • GAAP EPS of $(0.51) per share, Non-GAAP EPS of $0.52 per share • Operating cash flow of $76.4 million and free cash flow of $65.1 million • Increasing FY20 revenue guidance, and |
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| January 17, 2020 |
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): January 16, 2020 Proofpoint, Inc. |
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| November 27, 2019 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm EX-23.01 Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 21, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Proofpoint, Inc’s Annual Report on Form 10-K for the year ended D |
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| November 27, 2019 |
PFPT / Proofpoint, Inc. S-8 - - S-8 S-8 As filed with the Securities and Exchange Commission on November 27, 2019 Registration No. |
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| November 27, 2019 |
OBSERVE IT Ltd. 2010 Share Option Plan and form of option agreements EX-99.01 Exhibit 99.01 OBSERVE IT LTD. 2010 SHARE OPTION PLAN 1 PREFACE This plan, as amended from time to time, shall be known as the “OBSERVE IT Ltd. 2010 Share Option Plan” (the “ESOP”). 1. PURPOSE OF THE ESOP The purpose of this ESOP is to foster and promote the long-term financial success of the Company and its Affiliates and increase shareholder value by: (a) motivating superior performance |
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| November 27, 2019 |
Consent of Fenwick & West LLP (contained in Exhibit 5.01) EX-5.01 Exhibit 5.01 November 27, 2019 Proofpoint Inc. 892 Ross Drive Sunnyvale, CA 94089 Ladies and Gentlemen: At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Proofpoint, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about November 27, 2019 in |
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| November 25, 2019 |
EX-99.1 Exhibit 99.1 MEDIA CONTACT: KRISTY CAMPBELL PROOFPOINT, INC. 408-517-4710 [email protected] INVESTOR CONTACT: JASON STARR PROOFPOINT, INC. 408-585-4351 [email protected] Proofpoint Completes the Acquisition of ObserveIT Combined solution will solve legacy endpoint data loss prevention challenges and deliver real security value through detection, response, and compliance Sunnyval |
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| November 25, 2019 |
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): November 25, 2019 Proofpoint, Inc. |
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| November 4, 2019 |
EX-99.1 Exhibit 99.1 Proofpoint Enters into Definitive Agreement to Acquire ObserveIT for $225 Million in Cash; Extending Leadership in People-Centric Security and Compliance to Deliver Post-Perimeter Data Loss Prevention Proofpoint’s market-leading information protection capabilities extended to prevent data risks and insider threats across email, cloud, and the endpoint Sunnyvale, Calif.—Novembe |
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| November 4, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 2, 2019 Proofpoint, Inc. |
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| October 31, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period fromto Commission File Number 001-35506 PROOFPOINT, INC. ( |
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| October 31, 2019 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| October 31, 2019 |
EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the qu |
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| October 31, 2019 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| October 31, 2019 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the q |
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| October 25, 2019 |
Proofpoint Announces Third Quarter 2019 Financial Results Exhibit 99.1 Proofpoint Announces Third Quarter 2019 Financial Results Third Quarter Highlights • Total revenue of $227.4 million, up 23% year-over-year • Billings of $277.8 million, up 26% year-over-year • GAAP EPS of $(0.79) per share, Non-GAAP EPS of $0.49 per share • Operating cash flow of $68.6 million and free cash flow of $58.6 million • Increasing FY19 revenue and profitability guidance SU |
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| October 25, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 24, 2019 Proofpoint, Inc. |
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| August 23, 2019 |
EX-99.2 Exhibit 99.2 August 21, 2019 To: Proofpoint, Inc. 892 Ross Drive Sunnyvale, California 94089 Attn: Michael Yang, General Counsel Marlise Ricci, Controller Telephone: 408 517 4710 Facsimile: 408 850 4022 From: [ ] Re: Additional Capped Call Transaction Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenc |
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| August 23, 2019 |
EX-99.3 Exhibit 99.3 Proofpoint Announces Closing of $920 Million of 0.25% Convertible Senior Notes due 2024, Including Full Exercise of Initial Purchasers’ $120 Million Option to Purchase Additional Notes SUNNYVALE, Calif. — August 23, 2019 — Proofpoint, Inc. (NASDAQ: PFPT), a leading cybersecurity company, today announced the closing of its offering of $920 million aggregate principal amount of |
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| August 23, 2019 |
EX-99.1 Exhibit 99.1 August 20, 2019 To: Proofpoint, Inc. 892 Ross Drive Sunnyvale, California 94089 Attn: Michael Yang, General Counsel Marlise Ricci, Controller Telephone: 408 517 4710 Facsimile: 408 850 4022 From: [Dealer name and address] Re: Base Capped Call Transaction Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of th |
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| August 23, 2019 |
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): August 20, 2019 Proofpoint, Inc. |
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| August 23, 2019 |
EX-4.1 Exhibit 4.1 PROOFPOINT, INC. as Issuer WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee, Note Registrar, Paying Agent, Transfer Agent, Authenticating Agent and Conversion Agent Indenture Dated as of August 23, 2019 0.25% Convertible Senior Notes due 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.01. General 1 SECTION 1.02. Definiti |
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| August 21, 2019 |
Financial Statements and Exhibits, Other Events 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): August 21, 2019 Proofpoint, Inc. |
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| August 21, 2019 |
Proofpoint Prices $800 Million of 0.25% Convertible Senior Notes due 2024 EX-99.1 Exhibit 99.1 Proofpoint Prices $800 Million of 0.25% Convertible Senior Notes due 2024 SUNNYVALE, Calif. — August 21, 2019 — Proofpoint, Inc. (NASDAQ: PFPT), a leading cybersecurity company, today announced that it has priced $800 million aggregate principal amount of 0.25% Convertible Senior Notes due 2024 (the “Notes”). The Notes will be sold to qualified institutional buyers pursuant to |
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| August 20, 2019 |
Financial Statements and Exhibits, Other Events 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): August 20, 2019 Proofpoint, Inc. |
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| August 20, 2019 |
Proofpoint to Offer $750 Million Convertible Senior Notes due 2024 EX-99.1 Exhibit 99.1 Proofpoint to Offer $750 Million Convertible Senior Notes due 2024 SUNNYVALE, Calif. — August 20, 2019 — Proofpoint (NASDAQ: PFPT), a leading cybersecurity company, today announced that it proposes to offer $750 million aggregate principal amount of convertible senior notes due 2024 (the “Notes”), subject to market conditions and other factors. The Notes are to be offered and |
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| July 29, 2019 |
PFPT / Proofpoint, Inc. S-8 - - S-8 S-8 As filed with the Securities and Exchange Commission on July 29, 2019 Registration No. |
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| July 29, 2019 |
Consent of Fenwick & West LLP (contained in Exhibit 5.01) EX-5.01 Exhibit 5.01 July 29, 2019 Proofpoint, Inc. 892 Ross Drive Sunnyvale, CA 94089 Ladies and Gentlemen: At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Proofpoint, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about July 29, 2019 in connec |
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| July 29, 2019 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm EX-23.01 Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 21, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Proofpoint, Inc.’s Annual Report on Form 10-K for the year ended |
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| July 29, 2019 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| July 29, 2019 |
EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the qu |
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| July 29, 2019 |
Amended and Restated 2012 Equity Incentive Plan and Form of Grant Agreements EX-10.01 2 pfpt-ex1001120.htm EX-10.01 Exhibit 10.01 PROOFPOINT, INC. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN AS ADOPTED APRIL 10, 2019 1.PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents and Subsidiaries that exist now or in the f |
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| July 29, 2019 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| July 29, 2019 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the q |
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| July 29, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period fromto Commission File Number 001-35506 PROOFPOINT, INC. (Exact |
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| July 25, 2019 |
8-K 1 pfpt-8k20190724.htm 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): July 24, 2019 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 51-041486 (State or other jurisdiction of incorpor |
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| July 25, 2019 |
Proofpoint Announces Second Quarter 2019 Financial Results Exhibit 99.1 Proofpoint Announces Second Quarter 2019 Financial Results Second Quarter Highlights • Total revenue of $214.4 million, up 25% year-over-year • Billings of $232.1 million, up 17% year-over-year • GAAP EPS of $(0.52) per share, Non-GAAP EPS of $0.41 per share • Operating cash flow of $43.4 million and free cash flow of $35.0 million • Increasing FY19 billings, revenue and profitability |
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| June 7, 2019 |
Submission of Matters to a Vote of Security Holders Form 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): June 6, 2019 Proofpoint, Inc. |
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| June 3, 2019 |
PFPT / Proofpoint, Inc. DEFA14A - - DEFA14A DEFA14A 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| May 17, 2019 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm EX-23.01 Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 21, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Proofpoint, Inc’s Annual Report on Form 10-K for the year end |
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| May 17, 2019 |
Meta Networks Ltd. 2016 Share Award Plan and form of grant agreements EX-99.01 Exhibit 99.01 NSOF NETWORKS LTD. 2016 SHARE AWARD PLAN NSOF NETWORKS LTD 2016 SHARE AWARD PLAN 1. Purposes of the Plan. The purpose of this 2016 Share Award Plan (the “Plan”) is to advance the interests of NSOF NETWORKS LTD. (the “Company”) and its shareholders by attracting and retaining the best available personnel for positions of substantial responsibility, providing additional incent |
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| May 17, 2019 |
Consent of Fenwick & West LLP (contained in Exhibit 5.01) EX-5.01 Exhibit 5.01 May 17, 2019 Proofpoint Inc. 892 Ross Drive Sunnyvale, CA 94089 Ladies and Gentlemen: At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Proofpoint, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about May 17, 2019 in connectio |
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| May 17, 2019 |
PFPT / Proofpoint, Inc. S-8 REGISTRATION STATEMENT ON FORM S-8 Registration Statement on Form S-8 As filed with the Securities and Exchange Commission on May 17, 2019 Registration No. |
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| May 2, 2019 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| May 2, 2019 |
EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the qu |
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| May 2, 2019 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| May 2, 2019 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the q |
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| May 2, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period fromto Commission File Number 001-35506 PROOFPOINT, INC. (Exac |
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| April 25, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 25, 2019 Proofpoint, Inc. |
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| April 25, 2019 |
Proofpoint Announces First Quarter 2019 Financial Results Exhibit 99.1 Proofpoint Announces First Quarter 2019 Financial Results First Quarter Highlights • Total revenue of $202.9 million, up 25% year-over-year • Billings of $215.0 million, up 15% year-over-year • GAAP EPS of $(0.51) per share • Non-GAAP EPS of $0.40 per share (or Non-GAAP EPS of $0.34 reporting under SEC C&DI 102.11 ) • Operating cash flow of $54.1 million and free cash flow of $48.6 mi |
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| April 17, 2019 |
PFPT / Proofpoint, Inc. DEFA14A DEFA14A 1 pfpt-defa14a20190606.htm DEFA14A 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| April 17, 2019 |
PFPT / Proofpoint, Inc. DEF 14A 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 15, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 15, 2019 Proofpoint, Inc. |
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| March 15, 2019 |
EX-99.1 2 d716613dex991.htm EX-99.1 Investor Overview March 2019 © 2018 Proofpoint. All rights reserved Exhibit 99.1 SAFE HARBOR This presentation contains “forward-looking” statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward |
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| February 21, 2019 |
As filed with the Securities and Exchange Commission on February 21, 2019 Registration No. |
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| February 21, 2019 |
Consent of Fenwick & West LLP (contained in Exhibit 5.01) Exhibit 5.01 February 21, 2019 Proofpoint, Inc. 892 Ross Drive Sunnyvale, CA 94089 Ladies and Gentlemen: At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Proofpoint, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about February 21, 2019 in connec |
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| February 21, 2019 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 21, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Proofpoint, Inc.’s Annual Report on Form 10-K for the year ended December |
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| February 21, 2019 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S‑8 (No.333-180839, No.333-187321, No.333-194599, No.333-202312, No.333-209712, No.333-214366, No.333-216195, No.333-221870 and No. 333-223188) of Proofpoint, Inc. of our report dated February 21, 2019 relating to the consolidated financia |
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| February 21, 2019 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Annual Report on Form 10-K of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances un |
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| February 21, 2019 |
Exhibit 21.01 List of Subsidiaries of Proofpoint Inc. Wholly-Owned Subsidiaries Jurisdiction of Incorporation PROOFPOINT CANADA INC. Ontario, Canada PROOFPOINT GMBH Federal Republic of Germany PROOFPOINT INTERNATIONAL, INC. Delaware, USA PROOFPOINT JAPAN KK Japan PROOFPOINT LIMITED England and Wales PROOFPOINT MALTA LTD Republic of Malta PROOFPOINT PTY LTD Commonwealth of Australia PROOFPOINT SING |
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| February 21, 2019 |
Offer Letter to Blake Salle from the Registrant, dated October 24, 2018. Exhibit 10.11 892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com October 24, 2018 Blake Salle [Address Redacted] Dear Blake, It is our pleasure to offer you the full-time position of EVP, WW Sales at Proofpoint Inc. (the “Company”). If you accept this position, you will transition to this role effective October 25, 2018. This letter (“Agreement”) sets out any revised terms of your employment |
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| February 21, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-35506 PROOFPOINT, INC. (Exact na |
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| February 21, 2019 |
Separation Agreement between Klaus Oestermann and the Registrant, dated October 24, 2018 Exhibit 10.14 892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com Execution Version October 24, 2018 Klaus Oestermann Re:Separation Agreement Dear Klaus, This letter sets forth the agreement (“Agreement”) between you and Proofpoint, Inc. (the “Company”) concerning the terms of your separation of employment and provides you with separation compensation in exchange for a general release of clai |
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| February 21, 2019 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Annual Report on Form 10-K of the Company for the year |
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| February 21, 2019 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Annual Report on Form 10-K of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances und |
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| February 21, 2019 |
EXHIBIT 32.02 ERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Annual Report on Form 10-K of the Company for the year e |
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| February 20, 2019 |
8-K 1 a19-505718k.htm 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 13, 2019 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 51-041486 (State or other jurisdiction of incorpor |
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| February 20, 2019 |
Amended and Restated Bylaws of the Registrant EXHIBIT 3.1 PROOFPOINT, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS As Effective February 13, 2019 PROOFPOINT, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page Article I - STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: Organizatio |
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| February 12, 2019 |
PFPT / Proofpoint, Inc. / VANGUARD GROUP INC Passive Investment proofpointinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Proofpoint Inc Title of Class of Securities: Common Stock CUSIP Number: 743424103 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to desi |
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| January 31, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a19-381218k.htm 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): January 31, 2019 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 51-041486 (State or other jurisdiction of incorpora |
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| January 31, 2019 |
Proofpoint Announces Fourth Quarter and Full Year 2018 Financial Results Exhibit 99.1 Proofpoint Announces Fourth Quarter and Full Year 2018 Financial Results Fourth Quarter Highlights · Total revenue of $198.5 million, up 35% year-over-year · Billings of $269.9 million, up 43% year-over-year · GAAP EPS of $(0.39) per share, Non-GAAP EPS of $0.51 per share · Operating cash flow of $55.1 million and free cash flow of $48.6 million SUNNYVALE, Calif., — January 31, 2019 — |
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| November 1, 2018 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| November 1, 2018 |
EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the qu |
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| November 1, 2018 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| November 1, 2018 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the q |
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| November 1, 2018 |
PFPT / Proofpoint, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period fromto Commission File Number 001-35506 PROOFPOINT, INC. ( |
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| October 25, 2018 |
8-K 1 a18-3716638k.htm 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): October 24, 2018 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 51-041486 (State or other jurisdiction of incorpor |
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| October 25, 2018 |
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): October 23, 2018 Proofpoint, Inc. |
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| October 25, 2018 |
Lease between the Company and Pathline LLC, dated October 23, 2018 Exhibit 10.1 LEASE BETWEEN PATHLINE LLC AND PROOFPOINT, INC. LEASE THIS LEASE is made as of October 23, 2018, by and between PATHLINE LLC, a Delaware limited liability company, hereafter called “Landlord,” and PROOFPOINT, INC., a Delaware corporation, hereafter called “Tenant.” ARTICLE 1. BASIC LEASE PROVISIONS Each reference in this Lease to the “Basic Lease Provisions” shall mean and refer to th |
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| October 25, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 25, 2018 Proofpoint, Inc. |
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| October 25, 2018 |
Proofpoint Announces Third Quarter 2018 Financial Results Exhibit 99.1 Proofpoint Announces Third Quarter 2018 Financial Results · Total revenue of $184.2 million, up 37% year-over-year · Billings of $221.4 million, up 33% year-over-year · GAAP EPS of $(0.69) per share, Non-GAAP EPS of $0.40 per share · Generated operating cash flow of $64.7 million and free cash flow of $58.2 million · Increasing FY18 billings, revenue and profitability guidance SUNNYVA |
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| September 28, 2018 |
Unregistered Sales of Equity Securities 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): September 25, 2018 Proofpoint, Inc. |
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| August 31, 2018 |
Unregistered Sales of Equity Securities 8-K 1 a18-2411918k.htm 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): August 27, 2018 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 51-041486 (State or other jurisdiction of incorpora |
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| August 21, 2018 |
Financial Statements and Exhibits, Other Events 8-K 1 a18-2004618k.htm 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): August 21, 2018 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 51-041486 (State or other jurisdiction of incorpora |
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| August 21, 2018 |
NOTICE OF REDEMPTION Proofpoint, Inc. August 21, 2018 Exhibit 99.1 NOTICE OF REDEMPTION Proofpoint, Inc. August 21, 2018 TO: All holders of outstanding 0.75% Convertible Senior Notes due 2020 of Proofpoint, Inc. Dear Note Holder: Pursuant to that certain Indenture dated as of June 17, 2015 (the “Indenture”) between Proofpoint, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), the Com |
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| August 2, 2018 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the q |
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| August 2, 2018 |
EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, Chief Financial Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Quarterly Report on Form 10-Q of the Company for the qu |
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| August 2, 2018 |
EXHIBIT 31.01 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| August 2, 2018 |
EXHIBIT 99.1 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Klaus Oestermann (the “Executive”) and Proofpoint, Inc., a Delaware corporation (the “Company”), on 7/17/2018, and is effective as of July 9, 2018 (the “Effective Date”). 1.Term of Agreement. Except to the extent renewed as set forth in this Section |
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| August 2, 2018 |
EXHIBIT 31.02 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Auvil, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Proofpoint, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| August 2, 2018 |
PFPT / Proofpoint, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-35506 PROOFPOINT, INC. (Exac |
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| July 26, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a18-1779318k.htm 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): July 26, 2018 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 51-041486 (State or other jurisdiction of incorporati |
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| July 26, 2018 |
Proofpoint Announces Second Quarter 2018 Financial Results EX-99.1 2 a18-177931ex99d1.htm EX-99.1 Exhibit 99.1 Proofpoint Announces Second Quarter 2018 Financial Results · Total revenue of $171.9 million, up 40% year-over-year · Billings of $197.9 million, up 35% year-over-year · GAAP EPS of $(0.67) per share, Non-GAAP EPS of $0.26 per share · Generated operating cash flow of $30.1 million and free cash flow of $22.0 million · Increasing FY18 billings, re |
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| July 9, 2018 |
8-K 1 a18-1653018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 6, 2018 Proofpoint, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35506 51-041486 (State or Other Jurisdiction of Incorporat |
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| July 9, 2018 |
Offer Letter between the Company and Klaus Oestermann, dated July 6, 2018 Exhibit 10.1 892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com July 6, 2018 Klaus Oestermann [Address Intentionally Omitted] Dear Klaus: It is our pleasure to offer you the full-time position of President and Chief Operating Officer of Proofpoint, Inc. (the “Company”) effective July 9, 2018 (the “Employment Date”). This letter agreement (“Agreement”) will set forth the terms of your employm |
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| July 9, 2018 |
Exhibit 99.1 MEDIA CONTACT: Kristy Campbell Proofpoint, Inc. 1-408-517-4710 [email protected] Proofpoint Inc. Expands Executive Team, Hires Klaus Oestermann as President and Chief Operating Officer; Proofpoint’s Board of Directors Appoints CEO Gary Steele as Chairman as Eric Hahn Announces Retirement Sunnyvale, Calif.—July 9, 2018 — Proofpoint, Inc., (NASDAQ: PFPT), a leading next-generatio |
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| June 1, 2018 |
Submission of Matters to a Vote of Security Holders 8-K 1 a18-1471518k.htm 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): May 30, 2018 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 51-041486 (State or other jurisdiction of incorporatio |
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| May 30, 2018 |
8-K 1 a18-1456018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 25, 2018 Proofpoint, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35506 51-041486 (State or Other Jurisdiction of Incorporat |
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| May 3, 2018 |
Exhibit 99.1 WOMBAT SECURITY TECHNOLOGIES, INC. AND SUBSIDIARY Pittsburgh, Pennsylvania Consolidated Financial Statements For the year ended December 31, 2017 and Independent Auditors’ Report Thereon CONTENTS PAGE INDEPENDENT AUDITORS’ REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheet, December 31, 2017 2 Consolidated Statements for the year ended December 31, 2017: Comprehensi |
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| May 3, 2018 |
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION On February 28, 2018, Proofpoint, Inc., a Delaware corporation (“Proofpoint”), completed its previously announced acquisition of Wombat Security Technologies, Inc.(the “Acquisition”), a Delaware corporation (“Wombat”), a provider of security awareness computer-based training, pursuant to that Agreement and Plan of Merger |
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| May 3, 2018 |
8-K/A 1 a8-kawombatacquisition2018.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A (Amendment No. 1 to 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 28, 2018 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 |
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| May 3, 2018 |
PFPT / Proofpoint, Inc. PROOFPOINT 10-Q Q12018 (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-35506 PROOFPOINT, INC. (Exa |
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| May 3, 2018 |
EXHIBIT 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG PROOFPOINT, INC., WALES ACQUISITION SUB CORP., WOMBAT SECURITY TECHNOLOGIES, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDERS’ AGENT FEBRUARY 2, 2018 SCHEDULES AND EXHIBITS Schedules Schedule 1.1 - Permitted Encumbrances Schedule 1.4 - Consent to Assignment and Notice of Assignment Contracts Schedule 2.2 - Cap |
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| April 26, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 23, 2018 Proofpoint, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35506 51-041486 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| April 26, 2018 |
CHANGE IN CONTROL AND SEVERANCE AGREEMENT Exhibit 99.1 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [·] (the “Executive”) and Proofpoint, Inc., a Delaware corporation (the “Company”), on , 2018, and is effective as of [·] 2018 (the “Effective Date”). 1. Term of Agreement. Except to the extent renewed as set forth in this Section 1, this Agreement |
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| April 26, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 26, 2018 Proofpoint, Inc. |
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| April 26, 2018 |
Proofpoint Announces First Quarter 2018 Financial Results Exhibit 99.1 Proofpoint Announces First Quarter 2018 Financial Results · Total revenue of $162.5 million, up 40% year-over-year · Billings of $186.2 million, up 35% year-over-year · GAAP EPS of $(0.24) per share, Non-GAAP EPS of $0.30 per share · Generated operating cash flow of $34.9 million and free cash flow of $26.4 million · Increasing FY18 billings, revenue and profitability guidance SUNNYVA |
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| April 17, 2018 |
PFPT / Proofpoint, Inc. DEFA14A 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 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| April 17, 2018 |
PFPT / Proofpoint, Inc. DEF 14A 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 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State |
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| April 10, 2018 |
PFPT / Proofpoint, Inc. / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) PROOFPOINT INC (Name of Issuer) Common (Title of Class of Securities) 743424103 (CUSIP Number) March 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| March 1, 2018 |
8-K 1 a18-728718k.htm 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 28, 2018 Proofpoint, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35506 51-041486 (State or other jurisdiction of incorpor |
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| March 1, 2018 |
Exhibit 99.1 Proofpoint Completes the Acquisition of Wombat Security An industry-first combination of advanced threat protection capabilities with real-time phishing simulation and cybersecurity awareness and training Sunnyvale, Calif.?March 1, 2018 ? Proofpoint, Inc., (NASDAQ: PFPT), a leading cybersecurity company, today announced it has completed its acquisition of Wombat Security Technologies, |
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| February 23, 2018 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 2018 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Proofpoint, Inc.?s Annual Report on Form 10-K for the year en |
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| February 23, 2018 |
Consent of Fenwick & West LLP (contained in Exhibit 5.01) Exhibit 5.01 February 23, 2018 Proofpoint, Inc. 892 Ross Drive Sunnyvale, CA 94089 Ladies and Gentlemen: At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the ?Registration Statement?) to be filed by Proofpoint, Inc., a Delaware corporation (the ?Company?) with the Securities and Exchange Commission (the ?Commission?) on or about February 23, 2018 in connec |
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| February 23, 2018 |
As filed with the Securities and Exchange Commission on February 23, 2018 Registration No. |
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| February 23, 2018 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S‑8 (No.333-180839, No.333-187321, No.333-194599, No.333-202312, No.333-209712, No.333-214366, No.333-216195 and No.333-221870) of Proofpoint, Inc. of our report dated February 23, 2018 relating to the consolidated financial statements and |
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| February 23, 2018 |
Exhibit 21.01 List of Subsidiaries of Proofpoint Inc. Wholly-Owned Subsidiaries Jurisdiction of Incorporation PROOFPOINT CANADA INC. Ontario, Canada PROOFPOINT GMBH Federal Republic of Germany PROOFPOINT INTERNATIONAL, INC. Delaware, USA PROOFPOINT JAPAN KK Japan PROOFPOINT LIMITED England and Wales PROOFPOINT MALTA LTD Republic of Malta PROOFPOINT PTY LTD Commonwealth of Australia PROOFPOINT SING |
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| February 23, 2018 |
EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary Steele, Chief Executive Officer of Proofpoint, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: • the Annual Report on Form 10-K of the Company for the year |
