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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

PROOFPOINT, INC.

 

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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Your Vote Counts!

 

PROOFPOINT, INC.

 

2021 Annual Meeting

Vote by June 14, 2021

11:59 PM ET

 

 

 

 

PROOFPOINT, INC.          

925 WEST MAUDE AVE  

SUNNYVALE, CA 94085  

 

 

 

 

 

 

 

 

 

 

 

 

D53515-P52339          

 

 

 

 

 

 

 

 

 

 

 

You invested in PROOFPOINT, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on June 15, 2021.

 

Get informed before you vote

View the Notice and Proxy Statement and Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 1, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

 

 

 

 

 

 

For complete information and to vote, visit www.ProxyVote.com

 

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Smartphone users

Point your camera here and

vote without entering a

control number

 

Vote Virtually at the Meeting*

June 15, 2021

9:00 AM PDT

 

 

Virtually at:

www.virtualshareholdermeeting.com/PFPT2021

 

 

 

 

 

 

 

*Please check the meeting materials for any special requirements for meeting attendance.

 

 

 

Vote at www.ProxyVote.com

 

 

THIS IS NOT A VOTABLE BALLOT

 

This is an overview of the proposals being presented at the

upcoming stockholder meeting. Please follow the instructions on

the reverse side to vote these important matters.

 

 

 

 

Voting Items

Board

Recommends

 

 

1.   To elect three Class III directors of Proofpoint, Inc. to serve until the third annual meeting of stockholders following this meeting and until his or her successor has been elected and qualified or until his or her earlier resignation or removal.

Nominees:

1a.  Dana Evan

   For

1b.  Kristen Gil

   For

1c.  Gary Steele

   For

2.    To approve, on a non-binding advisory basis, the compensation of our named executive officers.

   For

3.    To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal    year ending December 31, 2021.

   For

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

 

 

D53516-P52339