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: November 2, 2012
(Date of earliest event reported)
Imperva, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-35338 | 03-0460133 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 3400 Bridge Parkway, Suite 200 Redwood Shores, California |
94065 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(650) 345-9000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02: | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Imperva, Inc.(“Imperva”) and Prashant K. Karnik have agreed that his service as Imperva’s Senior Vice President of Worldwide Client Services will terminate effective on November 2, 2012, provided that Mr. Karnik will continue to serve as a consultant to Imperva for a one-month period to provide for an orderly transition. Imperva and Mr. Karnik have agreed to the terms of severance and consulting agreements which will provide for (1) the payment of 4 months’ salary at his current base annual salary rate of $250,000; (2) the reimbursement of the premiums to continue his existing health benefits for five months, and (3) a fee of $20,833 for the one-month transition consulting period.
The foregoing is a summary of the material terms of the severance agreement agreed to by the parties, and does not purport to be complete.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| IMPERVA, INC. | ||
| By: | /s/ Terrence J. Schmid | |
| Terrence J. Schmid Chief Financial Officer | ||
Date: November 6, 2012