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: ~~December~~January 148, ~~2018~~2019

(Date of earliest event reported)

Imperva, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-35338

03-0460133

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. Employer

Identification No.)

3400 Bridge Parkway

Redwood Shores, California 94065

(Address of principal executive offices) (Zip Code)

(650) 345-9000

(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 obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	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))

Emerging growth company ☐

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 85.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~Regulatory~~On ~~Approvals~~January 8, ~~Required~~2019, ~~for~~Imperva, Inc. (“Imperva”) held a special meeting of stockholders (the ~~Merger~~“Special Meeting”) at Imperva’s principal executive offices in Redwood Shores, California.

OnAs of December 144, 2018, the ~~Australian~~record ~~Foreign~~date ~~Investment~~for ~~Review~~the ~~Board~~Special Meeting, ~~issued~~there awere no35,436,746 ~~objection~~shares ~~notification~~of ~~with~~Imperva ~~respect~~common stock outstanding and entitled to vote at the ~~Merger,~~Special ~~as defined~~Meeting. inAt ~~that~~the ~~certain~~Special ~~Agreement~~Meeting, ~~and~~24,976,761 ~~Plan~~shares, or approximately 70.48% of ~~Merger~~all ~~(the~~outstanding ~~“Merger~~shares ~~Agreement”)~~of ~~dated~~Imperva ~~October 10~~common stock, ~~2018~~were present either in person or by ~~and~~proxy. ~~among~~Three ~~Imperial~~proposals ~~Purchaser,~~were ~~LLC~~presented to Imperva’s stockholders at the Special Meeting, awith ~~Delaware~~Imperva’s ~~limited~~Board ~~liability~~of ~~company~~Directors (the “~~Newco~~Board”), ~~Imperial~~unanimously ~~Merger~~recommending ~~Sub,~~a ~~Inc.,~~vote a“FOR” ~~Delaware~~each of the proposals, ~~corporation~~as ~~and~~further adescribed ~~wholly~~in ~~owned~~the ~~subsidiary~~definitive ofproxy ~~Newco,~~statement filed with the Securities and ~~Imperva,~~Exchange ~~Inc.,~~Commission aon ~~Delaware~~December 5, ~~corporation~~2018 (the “~~Company~~Definitive Proxy Statement”).

AsThe offirst proposal (the ~~date of~~“Merger ~~this~~Proposal”) ~~Current~~was ~~Report~~to onapprove ~~Form~~and ~~8-K,~~adopt the ~~applicable~~Agreement ~~waiting~~and ~~period~~Plan ~~under~~of ~~the~~Merger ~~HSR~~(as ~~Act~~it ~~has~~may ~~expired~~be oramended ~~been~~from ~~terminated~~time to time, ~~and~~ the ~~approvals~~“Merger orAgreement”), ~~clearances~~dated ofOctober 10, ~~the~~2018, ~~Merger~~ by ~~the~~and ~~relevant~~among ~~antitrust~~Imperva, ~~authorities~~Imperial ~~in Austria~~Purchaser, ~~and~~LLC ~~Australia~~ and ~~foreign~~Imperial ~~investment~~Merger ~~authorities~~Sub, ~~in Australia have been granted~~Inc. No(“Merger ~~additional~~Sub”), ~~clearances~~providing orfor ~~approvals~~the ~~under~~merger ~~any~~of ~~antitrust~~Merger orSub ~~foreign~~with ~~investment~~and ~~laws~~into ~~are~~Imperva, ~~required in connection~~ with Imperva as the ~~transactions~~surviving ~~contemplated~~corporation by (the “Merger ~~Agreement.~~”)

The ~~foregoing~~second ~~information~~proposal ~~should be read in conjunction with~~ (the ~~definitive~~“Compensation ~~proxy~~Proposal”) ~~statement~~was ~~filed~~to ~~with~~approve, ~~the~~on ~~Securities~~a ~~and Exchange~~non-binding ~~Commission~~advisory ~~on December 6~~basis, ~~2018,~~the ~~with~~compensation ~~respect~~payable to ~~the~~Imperva’s ~~special~~named ~~meeting~~executive ofofficers ~~the~~based ~~Company’s~~on ~~stockholders~~or ~~scheduled~~otherwise relating to bethe ~~held on January 8, 2019~~Merger.

The third proposal (the “Adjournment Proposal”) was to approve the adjournment of the Special Meeting to a later date, if the Board determined that it was necessary or appropriate and permitted by the Merger Agreement, to solicit additional proxies if there was not a quorum present or represented by proxy at the time of the Special Meeting, or to give Imperva stockholders additional time to evaluate new material information or disclosure.

The Merger Proposal and the Compensation Proposal were both approved and adopted. The Adjournment Proposal was rendered moot and was not submitted to a vote at the Special Meeting. The table below shows the final voting results from the Special Meeting.


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Merger Proposal		24,731,035		166,714		79,012		0
Compensation Proposal		24,337,883		515,175		123,703		0

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 hereunto duly authorized.

		IMPERVA, INC.
Date: December 17, 2018	By:	/s/ Mike Burns
Date: January 8, 2019		By:	/s/ Mike Burns
		~~Mike Burns~~	Mike Burns
		~~Chief Financial Officer~~	Chief Financial Officer

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