Washington, DC 20549



Form 8-K




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)








(State or other jurisdiction
of incorporation)


(Commission File Number)


(IRS Employer
Identification No.)






892 Ross Drive,
Sunnyvale CA





(Address of principal executive offices)




(Zip Code)


(408) 517-4710

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company   o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o





Item 5.02                   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.


(b) and (e)


On October 24, 2018, Proofpoint, Inc. (the “Company”) accepted the resignation of Klaus Oestermann, President, Chief Operating Officer, and a member of the Company’s Board of Directors (the “Board”), as an employee and officer of the Company for Good Reason, as that term is defined in the Offer Letter between the Company and Mr. Oestermann dated July 6, 2018 (the “Offer Letter”), and accepted his resignation as a member of the Board, in each case effective October 25, 2018. His resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. In connection with Mr. Oestermann’s resignation, the Company and Mr. Oestermann entered into a separation agreement providing for the severance terms outlined in the Offer Letter.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Proofpoint, Inc.




Date: October 25, 2018


/s/ Paul Auvil



Paul Auvil



Chief Financial Officer