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 8, 2017

Imperva, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (650) 345-9000

Not Applicable

(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 (see General Instructions A.2. below):

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).

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

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

Appointment of Christopher Hylen as President and Chief Executive Officer and Anthony Bettencourt as Vice President of Customer Engagement

On August 10, 2017, following approval by its Board of Directors, Imperva, Inc. (the “Company”) and Christopher Hylen entered into an agreement pursuant to which Mr. Hylen will serve as President and Chief Executive Officer of the Company and a member of the Company’s Board of Directors, which service will commence on August 15, 2017. There are no arrangements or understandings between Mr. Hylen and any other persons pursuant to which he was selected as an officer or director. There are no family relationships between Mr. Hylen and any director or executive officer of the Company, and Mr. Hylen is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Anthony Bettencourt, the Company’s current President and Chief Executive Officer and Chairman of the Board of Directors, will transition to the role of the Company’s Vice President of Customer Engagement and will remain as Chairman of the Board of Directors.

Mr. Hylen, age 56, most recently served as President and Chief Executive Officer of GetGo, Inc., a wholly-owned subsidiary of Citrix Systems, Inc. from April 2016 until GetGo was separated from Citrix and subsequently acquired by LogMeIn, Inc. in January 2017. In this role, Mr Hylen was responsible for overseeing all business activities related to Citrix’s GoTo family of products. From July 2013 to March 2016, Mr. Hylen served as Senior Vice President and General Manager, Mobility Apps of Citrix and was responsible for strategy and business operations of Citrix’s former Mobility Apps business unit consisting of Citrix’s GoTo family of products, including its communications cloud and workflow cloud products. Citrix is a publicly-traded provider of comprehensive secure digital workspaces that unify apps, data and services.

Prior to joining Citrix, Mr. Hylen was the Senior Vice President and General Manager of Payment Solutions at Intuit, Inc., a publicly-traded provider of business and financial management solutions for small business, consumers and accounting professionals, from August 2010 to July 2013. Mr. Hylen also served as Intuit’s Vice President, Marketing Small Business Group from April 2010 to August 2010 and its Vice President Growth, Intuit Payment Solutions from September 2006 to May 2010. Mr. Hylen served as a member of the Board of the ADT Corporation, a publicly-traded security and alarm monitoring services company, from January 2015 until it was acquired by Apollo Global Management in February 2016. Mr. Hylen holds a B.S. in Engineering from Widener University and an M.B.A. from the Harvard Business School of Management.

The Company and Mr. Hylen executed an employment offer letter (the “Offer Letter”) in connection with his appointment, which provides the following:

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The foregoing is a summary of the Offer Letter, the Bonus Plan, the Change in Control Plan and the form of indemnification agreement and does not purport to be complete. The foregoing is qualified in its entirety by reference to the copies of such documents filed or incorporated by reference as Exhibits 99.2 through 99.5 to this Current Report on Form 8-K.

In connection with his transition to the role of Vice President of Customer Engagement, Mr. Bettencourt’s base salary will be reduced from $460,000 to $345,000 per year, and his target bonus for 2017 will be reduced from $460,000 to $172,500 effective upon the commencement of Mr. Hylen’s employment (with the target bonus prorated for the portions of the year that Mr. Bettencourt served as President and Chief Executive Officer and Vice President of Customer Engagement, respectively). There have been no other changes to Mr. Bettencourt’s compensation arrangements with the Company in connection with the transition of roles.

Amendments to 2015 Equity Inducement Plan

On August 8, 2017, the Company’s Board of Directors approved amendments to the 2015 Equity Inducement Plan (the “Inducement Plan”) and forms of agreement thereunder to (1) increase the shares available for grant under the Inducement Plan by 100,000 shares of common stock, and (2) clarify that (a) share withholding for tax purposes may be up to the maximum statutory amount permitted to be withheld, and (b) net settlement shall be the method of withholding for Section 16 officers (which will include Mr. Hylen) upon settlement of restricted stock units unless otherwise determined by the Compensation Committee of the Board of Directors. The foregoing description is qualified in its entirety by reference to the full text of the amended Inducement Plan and forms of agreement thereunder, which were filed with the SEC on August 10, 2017 as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 and are incorporated herein by reference.

Severance Plan

On August 8, 2017, the Company’s Board of Directors approved a Severance Plan (the “Severance Plan”) for designated members of the senior management team, including the following named executive officers of the Company (as set forth in the Company’s Proxy Statement filed on March 17, 2017): (i) Terrence Schmid, Chief Financial Officer, (ii) Michael Mooney, Chief Revenue Officer, and (iii) Trâm Phi, Senior Vice President and General Counsel.

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Under the terms of the Severance Plan, in the event of a termination of employment by the Company for any reason other than “cause” (as defined in the Severance Plan) or by the participant with “good reason” (as defined in the Severance Plan) each participating named executive officer will be entitled to receive (1) a lump sum cash payment in an amount equal to such participant’s annual base salary as in effect immediately prior to the severance date less applicable withholding taxes; (2) one year of acceleration of all outstanding equity awards, with any award subject to performance criteria for which the applicable performance period is then on-going also deemed to have been performed at the target level of achievement for such equity award, (3) a one year post-termination stock option exercise period on all outstanding stock options, and (4) reimbursement of premiums paid for health care continuation coverage for one year pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985.

For purposes of the Severance Plan, “Cause” is defined as the occurrence of any of the following:

For purposes of the Severance Plan, “Good Reason” is defined as the occurrence, without the affected executive’s written consent, of any of the following:

In the event of a Change in Control (as defined in the Company’s Change in Control Plan), the Severance Plan will terminate and the terms of the Change in Control Plan will apply in the event of a qualifying termination. A participant’s right to receive benefits under the Severance Plan is contingent upon the participant’s timely execution of a binding severance and release agreement (which includes customary release, covenant not-to-sue, non-disparagement, non-solicitation and proprietary information provisions). The Severance Plan terminates on August 15, 2018.

The foregoing description is qualified in its entirety by reference to the full text of the Severance Plan attached hereto as Exhibit 99.7, which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

A copy of the press release announcing Mr. Hylen and Mr. Bettencourt’s appointments is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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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.

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Exhibit Index

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