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

Filed by the Registrant  x☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

BARRACUDA NETWORKS, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

BARRACUDA NETWORKS, INC.

3175 S. Winchester Blvd.

Campbell, CA 95008

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 1:00 p.m. Pacific Daylight Time on Tuesday, July 22, 2014Thursday, August 10, 2017

Dear Stockholders of Barracuda Networks, Inc.:

The 20142017 annual meeting of stockholders (the “Annual Meeting”) of Barracuda Networks, Inc., a Delaware corporation (the “Company”), will be held onTuesday, July 22, 2014Thursday,August 10, 2017 at 1:00 p.m. Pacific Daylight Time, at our principal executive offices, located at 3175 S. Winchester Blvd,Blvd., Campbell, CA 95008, for the following purposes, as more fully described in the accompanying proxy statement:

Our board of directors has fixed the close of business on May 27, 2014,June 21, 2017 as the record date for the Annual Meeting. Only stockholders of record on May 27, 2014June 21, 2017 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about June 11, 2014,28, 2017, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our 20142017 annual report. This Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The proxy statement and our 20142017 annual report can be accessed directly at the following Internet address: http://www.astproxyportal.com/ast/18596. All you haveYou simply need to do is enter the control number located on your proxy card.card to access these materials.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of Barracuda Networks, Inc. and look forward to either greeting you personally at the Annual Meeting or receiving your proxy.

TABLE OF CONTENTS

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BARRACUDA NETWORKS, INC.

PROXY STATEMENT

FOR 20142017 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 1:00 p.m. Pacific Daylight Time on Tuesday, July 22, 2014Thursday, August 10, 2017

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 20142017 annual meeting of stockholders of Barracuda Networks, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, July 22, 2014Thursday, August 10, 2017 at 1:00 p.m. Pacific Daylight Time, at our principal executive offices, located at 3175 S. Winchester Blvd,Blvd., Campbell, CA 95008. TheA Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our 20142017 annual report is first being mailed on or about June 11, 201428, 2017 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

What matters am I voting on?

You will be voting on:

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

Who is entitled to vote?

Holders of our common stock as of the close of business on May 27, 2014,June 21, 2017, the record date, may vote at the Annual Meeting. As of the record date, there were 51,427,67752,967,103 shares of our common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. We do not have cumulative voting rights for the election of directors.

Registered Stockholders. If.If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person by ballot at the Annual Meeting.

Street Name Stockholders. If.If shares of our common stock are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock in person by ballot at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

How do I vote?

If you are a stockholder of record, there are four ways to vote:

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

What do I need to do to attend the Annual Meeting in person?

Space for the Annual Meeting is limited. Therefore, admission will be on a first-come, first-served basis. Registration will open at 12:0030 p.m. Pacific daylight timeDaylight Time and the Annual Meeting will begin at 1:00 p.m. Pacific daylight time.Daylight Time. Each stockholder should be prepared to present:

Use of cameras, recording devices, computers and other electronic devices, such as smart phones and tablets, will not be permitted at the Annual Meeting. Photography and video are prohibited at the Annual Meeting.

Please allow ample time forcheck-in. Parking is limited. For security reasons, stockholders should be prepared to pass through metal detectors prior to entering the Annual Meeting.Please consider using public transportation. Please note that large bags and packages will not be allowed at the Annual Meeting. Persons may be subject to search.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. William D. “BJ” Jenkins, Jr. and Diane C. Honda have been designated as proxies by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this proxy statement and our 20142017 annual report, primarily via the Internet. On or about June 11, 2014,28, 2017, we expect to mail to all stockholders the Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the Annual Meeting and how to request printed copies of the proxy materials and 20142017 annual report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically bye-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.

How many votes are needed for approval of each proposal?

What is the quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the Annual Meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person or by proxy, of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. A proxy submitted by a stockholder may indicate that all or a portion of the shares represented by the proxy are not being voted (“stockholder withholding”) with respect to a particular matter. Similarly, a broker may not be permitted to vote stock (“brokernon-vote”) held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock. See “How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?” The shares

subject to a proxy that are not being voted on a particular matter because of either stockholder withholding or brokernon-vote will count for purposes of determining the presence of a quorum. Abstentions are also counted in the determination of a quorum.

How are proxies solicited for the Annual Meeting?

Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker or other nominee holds shares of our common stock on your behalf.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter—the proposal to ratify the appointment of Ernst & Young LLP. Your broker will not have discretion to vote on any other matter at the election of directors absent direction from you.Annual Meeting.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Barracuda Networks, Inc. or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form8-K within four business days after the Annual Meeting, we will file a Current Report on Form8-K to publish preliminary results and will provide the final results in an amendment to thissuch Current Report on Form8-K as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at the following address:

Barracuda Networks, Inc.

Attention: Vice President, General Counsel & Secretary

3175 S. Winchester Blvd.

Campbell, CA 95008

(408)342-5400

Stockholders who beneficially own shares of our common stock held in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Secretarysecretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 20152018 annual meeting of stockholders, our Secretarysecretary must receive the written proposal at our principal executive offices not later than February 11, 2015.28, 2018. In addition, stockholder proposals must comply with the requirements ofRule 14a-8 regarding of the inclusionSecurities Exchange Act of stockholder proposals in company-sponsored proxy materials.1934, as amended (the “Exchange Act”). Stockholder proposals should be addressed to:

Barracuda Networks, Inc.

Attention: General Counsel and Secretary

3175 S. Winchester Blvd.

Campbell, CA 95008

(408)342-5400

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before the annual meeting by or at the direction of our board of directors, or (iii) properly brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Secretary,secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for our 20152018 annual meeting of stockholders, our Secretarysecretary must receive the written notice at our principal executive offices:

In the event that we hold our 20152018 annual meeting of stockholders more than 30 days before or more than 60 days after theone-year anniversary of the Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of the following two dates:

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Recommendation or Nomination of Director Candidates

You may proposerecommend director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership

on our board of directors and should be directed to our Secretarysecretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”

In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Secretarysecretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Secretarysecretary within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our amended and restated bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our Secretarysecretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our board of directors, which is currently composed of tensix members. SixFour of our directors are independent within the meaning of the listing standards of the New York Stock Exchange. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until the election and qualification of his successor, or his earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Upon the recommendation of our nominating and corporate governance committee, we are nominating William D. “BJ” Jenkins, Jr. and Zachary S. LevowChet Kapoor to serve as Class I Directors, and effective immediately prior to the annual meeting, our Board will consist of eight (8) directors. If elected, Messrs. Jenkins and LevowKapoor will hold office for a three-year term until the annual meeting of stockholders to be held in 2017.2020.

Set forth below are the names and certain information about the nominees for Class I directors. The names of, and certain information about, the continuing members of our board of directors are also set forth below. All information is as of May 31, 2017.

Nominees for Director

William D. “BJ” Jenkins, Jr.has served as our president, and chief executive officer and as a member of our board of directors since November 2012. From April 1998 to November 2012, Mr. Jenkins served in various roles, including president of the Backup Recovery Systems division, at EMC Corporation, an information infrastructure company. He currently serves on the board of directors of Generac Holdings Inc., an electrical components and equipment company. He previously served as a director of Nimble Storage, Inc., a flash storage solutions company, and Apigee Corporation, an application program interface software company. Mr. Jenkins holds a B.S. degree in general engineering from the University of Illinois and an M.B.A. degree from Harvard Business School.

We believe that Mr. Jenkins is qualified to serve as a member of our board of directors because of the perspective he brings as our chief executive officer and his experience in senior management positions at several technology companies.

Zachary S. LevowChet Kapoor co-founded our company in 2003 and serveshas served as a member of our board of directors since April 2017. Mr. Kapoor served as the chief executive officer, president and a director of Apigee Corporation, an API management and predictive analytics software company, from January 2007 until its acquisition by Google Inc. in October 2016. From May 2005 to December 2006, Mr. Kapoor served as vice president of content management and search products at International Business Machines Corporation. From December 2004 to May 2005, Mr. Kapoor served as chief executive officer of Gluecode Software, Inc., an open source application infrastructure company. From April 2002 to December 2004, Mr. Kapoor served as the vice president and general manager at BEA Systems, Inc., an enterprise infrastructure software company. Mr. Kapoor holds a B.S. degree in Engineering from Arizona State University.

We believe that Mr. Kapoor is qualified to serve as a member of our board of directors because of his extensive experience in the hardware and software industries and expertise as the former chief executive officer of a public company in the technology sector.

Continuing Directors

Stephen P. Mullaney has served as a member of our board of directors since April 2017. Mr. Mullaney served as senior vice president and general manager, networking and security business unit at VMware, Inc., a cloud and virtualization software and services company, from August 2012 to October 2014. From April 2009 through its acquisition by VMware in August 2012, Mr. Mullaney served as chief executive officer at Nicira Networks Inc., a software-defined networking and network virtualization company. From March 2007 to April 2009, Mr. Mullaney served as vice president, marketing, and interim chief executive officer at Palo Alto Networks, Inc., a network and enterprise security company. From 2003 to 2007, Mr. Mullaney served as vice president, marketing at Blue Coat Systems Inc., a cybersecurity and network management company. Mr. Mullaney currently serves on the board of directors of several privately held companies. Mr. Mullaney holds a B.S. in Electrical Engineering from the University of Rhode Island.

We believe that Mr. Mullaney is qualified to serve as a member of our board of directors because of his extensive experience and various management roles at a number of public companies in the cyber and network security industries.

Michael D. Peroneco-founded our company in 2003 and serves as our executive vice president, chief marketing officer and as a member of our chief technology officer and executive vice president.board of directors. Additionally, from April 2012 to November 2012, Mr. Perone served as a member of the office of the Chief Executive Officer (“Office of the CEO”). Prior toco-founding our company, heco-founded Affinity Path, Inc., a private label Internet service provider, and served as its chief technologymarketing officer from January 20012000 to January 2002. From January 1999 to December 2001,2000, Mr. Levow Peroneco-founded Spinway, Inc., an Internet service provider, and served as its chief technologyvisionary officer. Mr. Levow holds B.S. degrees in mathematics/computer science from Carnegie Mellon University.From January 1996 to January 1999, he founded and served as president of Address.com, Inc., an email and Internet access provider.

We believe that Mr. LevowPerone is qualified to serve as a member of our board of directors because of his technical acumenthe perspective and the experience he brings as ourco-founder and chiefbecause of his experience in founding and growing technology officer.

Continuing Directorscompanies.

Jeffry R. Allen has served as our lead independent director since September 2013 and as onea member of our board of directors since June 2007. Since May 2005, Mr. Allen has beenserved as a director at NetApp, Inc., a storage solutions company. Mr. Allen served in various roles at NetApp, including as its executive vice president of business operations, and its chief financial officer, from December 1996 to June 2005. From July 1990 through December 1996, Mr. Allen was responsible for various financial operations and manufacturing roles at SynOptics Communications, Inc., a computer communications company, and subsequently at Bay Networks, the company created via the merger of SynOptics and Wellfleet Communications, Inc. Previously, Mr. Allen had a

17-year career at Hewlett-Packard Company, where he served in a variety of financial, information systems and financial management positions, including controller for the Information Networks Group. Mr. Allen holds a B.S. degree in accounting from San Diego State University.

We believe that Mr. Allen is qualified to serve as a member of our board of directors because of his financial and accounting expertise and his experience serving in a variety of finance positions at numerous public companies.

James J. GoetzJohn H. Kispert has served as Sequoia Capital’s representative toa member of our board of directors since December 2005 andAugust 2016. Mr. Kispert has served as one of our directors since July 2009. Since June 2005, Mr. Goetz has been a managing memberpartner of Sequoia Capital Operations, LLC,Black Diamond Ventures, a venture capital firm.firm, since March 2016. Prior to Black Diamond Ventures, Mr. GoetzKispert served as president and chief executive officer and a director of Spansion, Inc., a manufacturer of flash memory products, from February 2009 until March 2015. On March 12, 2015 Spansion completed its merger with Cypress Semiconductor Corporation, a semiconductor and electronics manufacturer. Mr. Kispert currently serves on the board of directors of Jive Software,Gigamon Inc., a provider of social business software, Palo Altonetwork traffic visibility solutions, and TriNet Group, Inc., a cloud-based professional employer organization for small andmedium-sized businesses and previously served on the board of directors of Extreme Networks, Inc., a network securityhardware company and Cypress Semiconductor Corporation, a number of privately held companies. Mr. Goetz holds B.S. degrees in electricalsemiconductor and computer engineering from the University of Cincinnati and an M.S. degree in electrical engineering from Stanford University.electronics manufacturer.

We believe that Mr. GoetzKispert is qualified to serve as a member of our board of directors because of his financial and operational expertise, his experience serving as the chief executive officer and the chief financial officer of numerous public companies in venture capitalthe technology industry, analyzing, investing in and his experience serving on the boards of directors of technology companies, as well as his perspective as a representative of one of our largest stockholders.

David R. Golob has served as one of our directors since December 2005. Since September 2001, Mr. Golob has been a Partner at Francisco Partners, a private equity firm. Mr. Golob currently serves on the board of directors of several privately heldpublic companies. Mr. Golob holds an A.B. degree in chemistry from Harvard College and an M.B.A. degree from the Stanford Graduate School of Business.

We believe that Mr. Golob is qualified to serve as a member of our board of directors because of his experience in the private equity and venture capital industries analyzing, investing in and serving on the boards of directors of technology companies, as well as his perspective as a representative of one of our largest stockholders.

Gordon L. Stitt has served as one of our directors since June 2007. Additionally, from April 2012 to November 2012, Mr. Stitt served as a member of the office of the CEO. Since September 2013, Mr. Stitt has served as chairman of the board of directors and chief executive officer of Nebula, Inc., a cloud computing hardware and software company. Mr. Stitt co-founded Extreme Networks, Inc., a provider of high-performance

Ethernet switching solutions for enterprises and data centers, and served as its president and chief executive officer from its founding in May 1996 to August 2006. Mr. Stitt holds a B.S. degree in electrical engineering and computer science from Santa Clara University and an M.B.A. degree from the Haas School of Business, U.C. Berkeley.

We believe that Mr. Stitt is qualified to serve as a member of our board of directors because of his experience in senior management positions at several technology companies and his knowledge of strategic and operational issues facing technology companies.

Kevin B. Thompson has served as one of our directors since September 2013. Since July 2006, Mr. Thompson has served in several positions, including president, chief executive officer, chief financial officer, chief operating officer and treasurer at SolarWinds, Inc., a provider of IT management software. From November 2005 to March 2006, Mr. Thompson served as the chief financial officer of Surgient, Inc., a software management solutions company. Mr. Thompson currently serves on the board of directors of SolarWinds, Inc. and NetSuite, Inc., a business management software company. Mr. Thompson holds a B.B.A. degree in business administration from the University of Oklahoma.

We believe that Mr. Thompson is qualified to serve as a member of our board of directors because of his experience in senior management positions at several technology companies, his financial and accounting expertise and his knowledge of strategic and operational issues facing technology companies.

Michael D. Perone co-founded our company in 2003 and serves as a member of our board of directors and as our chief marketing officer and executive vice president. Additionally, from April 2012 to November 2012, Mr. Perone served as a member of the office of the CEO. Prior to co-founding our company, he co-founded Affinity Path, Inc., a private label Internet service provider company, and served as its chief marketing officer from January 2000 to January 2002. From January 1999 to December 2000, Mr. Perone co-founded Spinway, Inc., an Internet service provider, and served as its chief visionary officer. From January 1996 to January 1999, he founded and served as president of Address.com, Inc., an email and Internet access provider.

We believe that Mr. Perone is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our co-founder and because of his experience in founding and growing technology companies.

Each member of our board of directors holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Non-Continuing Directors

Dean M. Drako co-founded our company in 2003 and has served as a member of our board of directors since our inception. Mr. Drako served as our president and chief executive officer and chairman from our inception through July 2012. Since July 2012, he has served as president and chief executive officer of Eagle Eye Networks, Inc., a cloud-based video security company. Mr. Drako also founded IC Manage in 2003, a design and IP management company, where he continues to serve as president, chief executive officer and chairman. Mr. Drako founded and served as president and chief executive officer of Boldfish, Inc., a provider of enterprise messaging solutions, from 1999 to 2001. Prior to this, Mr. Drako founded and served as president and chief executive officer of Design Acceleration, Inc., a maker of semiconductor design analysis and verification tools. Mr. Drako holds a B.S. degree in electrical engineering from the University of Michigan, Ann Arbor and an M.S. degree in electrical engineering from the University of California, Berkeley.

Dipanjan Deb has served as one of our directors since October 2013. Mr. Deb co-founded Francisco Partners, a private equity firm, and has been a Partner since its founding in August 1999 and has served as Managing Partner since August 2005. Prior to co-founding Francisco Partners, Mr. Deb worked at TPG Capital,

a private equity firm, McKinsey & Company, a management consulting firm, and Robertson, Stephens & Company, a technology-focused investment bank. Mr. Deb currently serves on the board of directors of several privately held companies. Mr. Deb holds a B.S. degree in electrical engineering and computer science from the University of California, Berkeley and an M.B.A. degree from the Stanford Graduate School of Business.

Director Independence

Our common stock is listed on the New York Stock Exchange. Under the listing standards of the New York Stock Exchange, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards of the New York Stock Exchange require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the listing standards of the New York Stock Exchange, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth inRule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of the New York Stock Exchange. In addition, Compensationcompensation committee members must also satisfy the independence criteria set forth under the listing standards of the New York Stock Exchange.

Our board of directors has undertaken a review of the independence of each director nominee and director. Based on information provided by each director nominee and director concerning his background, employment and affiliations, our board of directors determined that Messrs. Allen, Stitt, Thompson, Golob, Deb,Kapoor, Kispert and GoetzMullaney, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the New York Stock Exchange. In making these determinations, our board of directors considered the current and prior relationships that eachnon-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by eachnon-employee director and the transactions involving them described in the section titled “Certain Relationships and Related Transactions, and Director Independence.”

Board Leadership Structure

Our Corporate Governance Guidelines provides that the board of directors shall fill the directorchairman or lead independent director of the board and chief executive officer positions based upon the board’s view of what is in the best interests of our company. The chief executive officer and chairman of the board may, but need not be, the same person.

The board of directors has determined that having two different individuals serve in the roles of lead independent director of the board and chief executive officer is in the best interest of us and our stockholders at this time, and that separating these roles provides the right foundation to pursue strategic and operational objectives while maintaining effective oversight and objective evaluation of corporate performance. Mr. Jenkins currently serves as our chief executive officer and Mr. Allen currently serves as our lead independent director of the board. The chief executive officer is responsible for setting the strategic direction and theday-to-day leadership and performance of our company, while the lead independent director of the board provides overall leadership to the board of directors. The lead independent director of the board also works with the chief executive officer to prepare board meeting agendas and chairs meetings of the board of directors.

This leadership structure allows the chief executive officer to focus on his operational responsibilities, while keeping a measure of independence between the oversight function of our board of directors and those operating decisions. The board of directors believes that this leadership structure provides an appropriate allocation of roles and responsibilities at this time.

Board Meetings and Committees

During our fiscal year ended February 28, 2014,2017, the board of directors held eleveneight meetings (including regularly scheduled and special meetings), and each director attended at least 86%75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he served during the periods that he served.

We encourage, but do not require, members of our board of directors to attend our annual meetings of stockholders. Three directors attended our 2016 annual meeting of stockholders.

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our audit committee is comprised of Messrs. Allen, ThompsonKispert and Stitt,Kapoor, with Mr. AllenKispert serving as chairman. The composition of our audit committee meets the requirements for independence under current New York Stock Exchange listing standards and SEC rules and regulations.regulations, including the independence criteria set forth inRule 10A-3 under the Exchange Act. Each member of our audit committee also meets the financial literacy requirements of the current New York Stock Exchange listing standards. In addition, our board of directors has determined that Mr.Messrs. Allen isand Kispert are each an audit committee financial expert within the meaning of Item 407(d) ofRegulation S-K under the Securities Act. Our audit committee, among other things:

Our audit committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the New York Stock Exchange. A copy of the charter of our audit committee is available on our website at http://investor.barracuda.com.

Compensation Committee

Our compensation committee is comprised of Messrs. GolobKapoor and Goetz,Kispert, with Mr. GolobKapoor serving as chairman. The composition of our compensation committee meets the requirements for independence under

current New York Stock Exchange listing standards and SEC rules and regulations. Each member of the compensation committee is also anon-employee director, as defined pursuant toRule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (“the Code”(the “Code”). The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Our compensation committee, among other things:

Our compensation committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the New York Stock Exchange. A copy of the charter of our compensation committee is available on our website at http://investor.barracuda.com.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is comprised of Messrs. StittAllen and Golob,Mullaney, with Mr. StittMullaney serving as chairman. The composition of our nominating and corporate governance committee meets the requirements for independence under current New York Stock Exchange listing standards. Our nominating and corporate governance committee, among other things:

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the New York Stock Exchange. A copy of the charter of our nominating and corporate governance committee is available on our website at http://investor.barracuda.com.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, integrity,

judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. Nominees must also have the ability to offer advice and guidance to our chief executive officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of the nominating and corporate governance committee to perform all board of director and committee responsibilities. Members of the board of directors are expected to prepare for, attend and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although the nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. The nominating and corporate governance committee will also seek appropriate input from the chief executive officer from time to time in assessing the needs of the board of directors for relevant background, experience, diversity and skills of its members. The nominating and corporate governance committee may also interview director nominees.

Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should be a diverse body, and our nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and corporate governance committee may take into account the benefits of diverse viewpoints. Our nominating and corporate governance committee also considers these and other factors as it oversees the annual evaluations of the board of director and committee evaluations.committees. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.nomination.

Stockholder Recommendations for Nominations to the Board of Directors

Our nominating and corporate governance committee will consider candidates for director recommended by stockholders holding at least one percent (1%) of the fully diluted capitalization of the company continuously for at least twelve (12)12 months prior to the date of the submission of the recommendation, so long as such recommendations comply with our amended and restated certificate of incorporation and amended and restated bylaws and applicable laws, rules and regulations, including those promulgated by the SEC.recommendation. The nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well asand the regular director nominee criteria

described above. This process is designed to ensure that our board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our General Counselgeneral counsel or our Legal Department in writing by letter. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our stock and a signed letter from the candidate confirming willingness to serve on our board of directors. The committee has discretion to decide which individuals to recommend for nomination as directors.

Any nominationrecommendation should be sent in writing to our General Counselgeneral counsel or our Legal Department at Barracuda Networks, Inc., 3175 S. Winchester Blvd,Blvd., Campbell, CA 95008. To be timely for the Annual Meeting, our General Counsel or Legal Department must receive the nomination no earlier than March 28, 2015 and no later than April 27, 2015.

Communications with the Board of Directors

Interested parties wishing to communicate with our board of directors or with an individual member or members of our board of directors may do so by writing to our board of directors or to the particular member or members of our board of directors, and mailing the correspondence to our General Counselgeneral counsel at Barracuda Networks, Inc., 3175 S. Winchester Blvd., Campbell, CA 95008. Each communication should set forth (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a

nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

Our General Counsel,general counsel, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the chairmanlead independent director of our board of directors.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted our Corporate Governance Guidelines. These guidelinesGuidelines, which address, among other items, the responsibilities of our directors, the structure and composition of our board of directors and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, directors and principal executive officers, including our chief executive officer, chief financial officer and senior financial officers. This codeCode of ethicsBusiness Conduct and Ethics is posted on our website at http://investor.barracuda.com. Alternatively, you may obtain a copy of this code of ethics by contacting our corporate offices by calling (408)342-5400 or by visiting our principal executive offices at 3175 S. Winchester Blvd., Campbell, CA 95008.

Risk Management

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for theday-to-day management of risks the company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our board of directors believes that open communication between management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with our chief executive officer and other members of the senior management team at quarterly meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the company, as well at such other times as they deemeddeem appropriate.

While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our audit committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our compensation committee assesses risks created by the incentives inherent in our compensation policies. Finally, our full board of directors reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting of the board of directors, and evaluates the risks inherent in significant transactions.transactions and legal regulatory compliance matters.

Director Compensation

In August 2014, Director Compensation

We have not implemented a formal policyour nominating and corporate governance committee, after consultation with respect toour compensation payablecommittee and Radford, our independent compensation consultant at that time, recommended to our non-employeeboard of directors and our board of directors approved a policy for service as directors. In 2014, we provided equitythe compensation to our of thenon-employee directors who are listed in the table below. In addition, we reimburse our directors for expenses associated with attending meetings members of our board of directors and committees(the “Previous Outside Director Compensation Policy”). Pursuant to this Outside Director Compensation Policy, each member of our board of directors. directors who is not an employee and is not affiliated with a holder of greater than 5% of our outstanding capital stock (each an “Eligible Outside Director”) will receive equity compensation for their services on our board of directors, as described below. In April 2017, our board of directors, with input from Compensia, our independent compensation consultant at that time, approved amendments to our Outside Director Compensation Policy (the “Outside Director Compensation Policy”), including to provide that “Eligible Outside Directors” shall include all members of our board of directors who are not employees or contractors of ours.

Outside Director Compensation Policy

Beginning as of April 2017, each Eligible Outside Director will receive compensation under the Outside Director Compensation Policy as summarized below.

Initial Award. Each Eligible Outside Director appointed by our board of directors at a time other than at an annual meeting of stockholders will automatically be granted on the first day of the month on or following his or her date of appointment, an initial award under our 2012 Equity Incentive Plan (the “2012 Plan”) for a number of shares in the most recent annual award (as discussed below) prorated based on the number of complete months lapsed since the last annual meeting of stockholders divided by twelve. This initial award vests in full on the first day of the month following the vesting period based on thepro-rated months set forth above, subject to the Eligible Outside Director continuing to be a service provider through the applicable vesting date.

Annual Award.On the date of each annual meeting of stockholders beginning with the meeting following April 2017, each Eligible Outside Director will automatically be granted an annual award under the 2012 Plan with a grant date fair value of $175,000. This annual award vests in full on theone-year anniversary date of the award, subject to the Eligible Outside Director continuing to provide services through the applicable vesting date.

Retainer Awards.There are no per meeting attendance fees for attending regular meetings of the board of directors or any of its committees. Our Eligible Outside Directors are entitled to receive equity awards under the 2012 Plan for the services described below and with the following grant date fair values:

The retainer awards will be granted automatically as to 1/4^th of each of the values set forth above on the first day of the month following each of our fiscal quarters to Eligible Outside Directors serving on the board of directors and the specified committees of the board of directors during the quarter, and will be fully vested on the date of grant.

100% of the value of each initial award, annual award, and retainer award shall be granted as restricted stock units (“RSUs”). The number of RSUs for each initial award, annual award and retainer award will be determined by dividing the specified value by the per share grant date fair value of each award by the closing sales price of our stock on the date of the award unless such date is a weekend in which case the price on the prior trading day will be used), with the result, in all cases, rounded down.

Previous Outside Director Compensation Policy

During fiscal 2017, Eligible Outside Directors received compensation under the Previous Outside Director Compensation Policy as summarized below.

Initial Award.Each Eligible Outside Director joining the board of directors was automatically granted an initial award under our 2012 Plan with a grant date fair value of $150,000. Each such initial award vests annually over the next three anniversaries of the grant date, subject to the Eligible Outside Director continuing to be a service provider through the applicable vesting date.

Annual Award.On the date of each annual meeting of stockholders, each Eligible Outside Director was automatically granted an annual award under the 2012 Plan with a grant date fair value of $150,000. Such annual awards vest annually over a three-year period on the day prior to the date of each year’s annual meeting, subject to the Eligible Outside Director continuing to provide services through the applicable vesting date.

Retainer Awards.There were no per meeting attendance fees for attending regular meetings of the board of directors or any of its committees. Our Eligible Outside Directors were entitled to receive equity awards under the 2012 Plan for the services described below and with the following grant date fair values:

The retainer awards were granted automatically as to 1/4th of each of the values set forth above on the last day of each of our fiscal quarters to Eligible Outside Directors serving on the board of directors and the specified committees of the board of directors on each such date and were fully vested on the date of grant.

For each initial award, annual award and retainer award, 75% of the value of such award was granted as stock options and 25% of the value of the award was granted as RSUs.

2017 Director Compensation

The following table summarizes compensation paid by us to each of ournon-employee directors during the fiscal year ended February 28, 2014.2017. We reimburse any travel expenses or other meeting attendance related expenses for attending meetings for all of ournon-employee directors. Other than as set forth in the table and described more fully below, we did not pay any fees to, make any equity awards to, or pay any other compensation to ournon-employee directors during fiscal 2017.

Directors who are also our employeesMessrs. Jenkins and Perone receive no additional compensation for their service as a director. During thedirectors. See “Executive Compensation” for more information regarding Messrs. Jenkins’ and Perone’s compensation during fiscal year ended February 28, 2014, three directors, Mr. Jenkins, our chief executive officer, Mr. Perone, our chief marketing officer,2017. See “Certain Relationships and Related Transactions, and Director Independence” for information regarding compensation for Mr. Levow, our chief technology officer, were employees. Mr. Jenkins’s compensation is discussed in the section titled “Executive Compensation”Chief Technology Officer and Messrs. Perone and Levow did not receive any compensation for their service as a member of our board of directors.former director, during fiscal 2017.

The following table presents certain information concerning outstanding equity awards held by our directors as of February 28, 2017. Outstanding equity awards for each of Messrs. Jenkins and Perone for service as an employee is presented in “Executive Compensation—Outstanding Equity Awards at 2017Year-End” below.

PROPOSAL NO. 1 ELECTION OF DIRECTORS

Our board of directors is currently composed of tensix members. Effective immediately prior to the annual meeting, our board of directors will consist of eight directors. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, two Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, William D. “BJ” Jenkins, Jr., and Zachary S. LevowChet Kapoor as nominees for election as Class I directors at the Annual Meeting. If elected, each of Messrs. Jenkins and LevowKapoor will serve as Class I directors until the 20172020 annual meeting of stockholders and until their successors are duly elected and qualified. Each of the nominees isMessrs. Jenkins and Kapoor are currently a membermembers of our board of directors. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign and date your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Messrs. Jenkins and Levow.Kapoor. We expect that Messrs. Jenkins and LevowKapoor will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Vote Required

The election of directors requires a plurality vote of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Brokernon-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH

OF THE NOMINEES NAMED ABOVE.

PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Ernst & Young LLP (“EY”), independent registered public accountants, to audit our financial statements for our fiscal year ending February 28, 2015.2018. During our fiscal year ended February 28, 2014,2017, EY served as our independent registered public accounting firm.

Notwithstanding the appointment of EY and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending February 28, 2015.2018. Our audit committee is submitting the appointment of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of EY, our board of directors may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our company by EY for our fiscal years ended February 28, 201329, 2016 and February 28, 2014.2017.

Auditor Independence

In our fiscal year ended February 28, 2014,2017, there were no other professional services provided by EY that would have required our audit committee to consider their compatibility with maintaining the independence of EY.

Audit Committee Policy onPre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committee is required topre-approve all audit andnon-audit

services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. All fees paid to EY since our initial public offering, effective November 6, 2014,2013, werepre-approved by our audit committee.

Vote Required

The ratification of the appointment of EY requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.on the proposal at the Annual Meeting. Abstentions will have the effect of a vote AGAINST the proposal and brokernon-votes will have no effect.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF

THE APPOINTMENT OF ERNST & YOUNG LLP.

REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of our board of directors comprised solely of independent directors as required by the listing standards of the New York Stock Exchange and rules and regulations of the Securities and Exchange Commission. The audit committee operates under a written charter approved by our board of directors, which is available on our web site at http://investor.barracuda.com. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee’s performance on an annual basis.

With respect to the company’s financial reporting process, the management of the company is responsible for (1) establishing and maintaining internal controls and (2) preparing the company’s consolidated financial statements. Our independent registered public accounting firm, Ernst & Young LLP (“EY”), is responsible for auditing these financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare or certify our financial statements or guarantee the audits or reports of the independent auditors. These are the fundamental responsibilities of management and our independent registered public accounting firm. In the performance of its oversight function, the audit committee has:

Based on the audit committee’s review and discussions with management and EY, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form10-K for the fiscal year ended February 28, 20142017 for filing with the Securities and Exchange Commission.

Respectfully submitted by the members of the audit committee of the board of directors:

John H. Kispert (Chairman)

Jeffry R. Allen (Chair)

Gordon L. Stitt

Kevin B. ThompsonChet Kapoor

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of May 27, 2014.31, 2017. Officers are electedappointed by our board of directors to hold office until their successors are electedappointed and qualified.

William D. “BJ” Jenkins, Jr. has served as our president, and chief executive officer and as a member of our board of directors since November 2012. From April 1998 to November 2012, Mr. Jenkins served in various roles, including president of the Backup Recovery Systems division, at EMC Corporation, an information infrastructure company. He currently serves on the board of directors of Generac Holdings Inc., an electrical components and equipment company. He previously served as a director of Nimble Storage, Inc., a flash storage solutions company, and Apigee Corporation, an application program interface software company. Mr. Jenkins holds a B.S. degree in general engineering from the University of Illinois and an M.B.A. degree from Harvard Business School.

David FaugnoDustin Driggs has served as our chief financial officer since March 2006. Additionally, from April 2012 to November 2012, Mr. FaugnoAugust 2016 and previously served as a member of the office of the presidentour worldwide controller and chief executiveaccounting officer or the officefrom March 2010 until July 2016 and as our director of the CEO. PriorFP&A from January 2007 to joining our company,March 2010. From March 2006 to January 2007, Mr. FaugnoDriggs served as directorcorporate controller of corporateGreenfield Networks Inc., a network infrastructure company. From September 1996 to March 2006, Mr. Driggs served in various finance mergers and acquisitionsleadership roles at Cisco Systems, Inc., a network equipment company, from July 2004 to February 2006, which he joined in connection with Cisco’s acquisitionincluding as controller of Actona Technologies Inc., a wide area storage vendor, where he served as chief financial officer and vice president of operations from March 2002 to July 2004. From May 2001 to January 2002,the Network Management Technology Group. Mr. Faugno served as chief financial officer of Soltima Inc., a wireless infrastructure software company. From 1992 to 2000, Mr. Faugno served in various finance and operational roles with AT&T, a telecommunications company. Mr. FaugnoDriggs holds a B.S. degree in accountingAccounting from Rutgers UniversityLoyola Marymount and an Executive M.B.A. degree from DukeSanta Clara University.

Michael D. Hughes has served as our senior vice president of worldwide sales since 2010. Prior to joining our company, he served as vice president of sales at Asempra Technologies, a provider of recovery solutions, from May 2007 to May 2009. From August 2004 to May 2007, Mr. Hughes served as the vice president of OEM sales and then as general manager and sales director of Northern Europe at McDATA Corporation, a storage networking and data infrastructure solutions company. From October 2002 to August 2004, he served as the director of business development at Invio Software, Inc., a storage software company. From August 1998 to October 2002, Mr. Hughes served in a variety of roles as at Marimba, Inc., a provider of systems management solutions, including director of business development and vice president of embedded systems. Mr. Hughes holds a B.S. degree in marketing from Miami University and an M.B.A. degree from the University of Michigan.

Michael D. Peroneco-founded our company in 2003 and serves as our executive vice president, chief marketing officer and as a member of our board of directors and as our chief marketing officer and executive vice president.directors. Additionally, from April 2012 to November 2012, Mr. Perone served as a member of the office of the CEO. Prior toco-founding our company, heco-founded Affinity Path, Inc., a private label Internet service provider, company, and served as its chief marketing officer from January 2000 to January 2002. From January 1999 to December 2000, Mr. Peroneco-founded Spinway, Inc., an Internet service provider, and served as its chief visionary officer. From January 1996 to January 1999, he founded and served as president of Address.com, Inc., an email and Internet access provider.

Diane C. Honda has served as our senior vice president since May 2016 and as our general counsel and secretary since October 2012. Prior to joining us, she served in several positions, including vice president, general counsel and secretary at Extreme Networks, Inc., a network infrastructure provider, from November 2004 to October 2012. From February 2003 to February 2004, Ms. Honda served as director of legal affairs at Riverstone Networks, a provider of networking switching hardware. From June 1987 to June 2001, she served in several positions, including managing attorney of the Financial Services Organization, at Hewlett-Packard Company, a computer hardware, software and services company. Ms. Honda holds B.S. degrees in computer science and industrial management from Carnegie Mellon University and a J.D. degree from the Santa Clara University School of Law.

EXECUTIVE COMPENSATION

Processes and Procedures for Compensation Decisions

Our compensation committee is responsible for our executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. Typically, our chief executive officer makes recommendations to our compensation committee, often attends committee meetings, and is involved in the determination of compensation for the respective executive officers that report to him, except that our chief executive officer does not make recommendations as to his own compensation. Our chief executive officer makes recommendations to our compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results and their performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer, as well as each individual compensation component.

Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. Our compensation committee engaged Radford, our independent compensation consultant at that time, to establish a compensation peer group for us and review and assess the competitiveness of our executive compensation program against that peer group. Our compensation committee used this assessment to make market-competitive adjustments to the compensation opportunities for certain of our executive officers, including our named executive officers.

Fiscal 20142017 Summary Compensation Table

The following table provides information regarding the total compensation for services rendered in all capacities that was earnedto us during fiscal 2017 by each individual who served as our principal executive officer, at any time in fiscal 2014, and our two other most highly compensated executive officers who were serving as executive officers as of February 28, 2014. The following2017 and David Faugno, our former chief financial officer. We refer to these individuals wereas our named executive officers for fiscal 2014.2017.

2017 represents 50% of his target bonus opportunity to which he became entitled pursuant to the terms of his Transition Services Agreement. See the section titled “—Executive Employment Arrangements” for additional information.

(3)	The amount consists of 401(k) matching contributions made by us on behalf of Mr. Jenkins and group term life fringe benefits.

(4)	Mr. Jenkins’ salary reflectsHughes was an executive officer, though not a named executive officer, during the prorated portion of his annual base salary of $350,000 paid in fiscal 2013.year ended February 29, 2016.

(5)

The amount represents payments made to Mr. Jenkins pursuant to his offer letter to (i) reimburse him for the relocation bonusconsists of $1,057,750 he was required to repay to his former employer and (ii) $892,250 to achieve a tax neutral position associated with the repayment$69,000 earned under our Bonus Plan as well as $191,836 of the relocation bonus.commissions earned based on achievement against bookings quotas.

(6)	The amount consists of 401(k) matching contributions made by us on behalf of Mr. FaugnoHughes and group term life fringe benefits.

(7)	From April 2012 to November 2012, Messrs. Faugno and Perone served in the office of the CEO. In connection with their service as members of the office of the CEO, each of Messrs. Faugno and Perone received a one-time cash payment of $150,000.

(8)	The amount consists of automotive fringe benefits and group term life fringe benefits.

(8)	Mr. Faugno served as our Chief Financial Officer until he transitioned into an advisory role effective as of August 1, 2016.

(9)	The amount includes a payment of $27,050 for accrued paid vacation.

Non-Equity Incentive Plan Compensation

Messrs. Jenkins, Hughes, Perone and Faugno participated in our Bonus Plan. The bonus pool under our Bonus Plan funds based upon our achievement of specified gross billings and adjusted EBITDA targets (weighted 75% and 25%, respectively), established by the compensation committee for fiscal 2017. Bonuses are paidbi-annually based on our achievement of the performance targets, as determined by our compensation committee. If our performance results in achievement at 100% of targeted levels, the Bonus Plan pool will fund at the target amount. We must achieve more than 80% of each of the gross billings or adjusted EBITDA targets for the Bonus Plan pool to fund with respect to that specific performance objective. If we achieve greater than 100% of a specific performance objective target, the Bonus Plan pool funds additional amounts up to a maximum of 200% of the target amount at 110% achievement of a specific performance objective target.

Based on the weightings of the performance metrics, our compensation committee, in consultation with our management team, determined that the Bonus Plan pool funded at 115% of the target amount.

In addition, Mr. Hughes earned monthly commission payments based on achievements against bookings quotas for new business and renewals (weighted 90% and 10%, respectively). For fiscal 2017, Mr. Hughes, based on a weighted average achievement against these quotas of 90%, earned $191,836 of commissions as set forth in the Summary Compensation Table above.

The total cash incentive payments earned and payable to these named executive officers for fiscal 2017 are described in the“Non-Equity Incentive Plan Compensation” column of the fiscal 2017 Summary Compensation Table.

Executive Employment Arrangements

William D. “BJ” Jenkins, Jr.

In June 2013, we entered into an offer letter agreement with William D. “BJ” Jenkins, Jr., our chief executive officer, which superseded all prior employment letter agreements he had with us. The offer letter agreement has no specific term and constitutesat-will employment. The offer letter agreement provides Mr. Jenkins with anJenkins’ current annual base salary ofis $350,000 and an opportunityhe is eligible to earn an annual incentive bonus of up to 100% of his base salary.

In connection with Mr. Jenkins’ offer letter agreement, Mr. Jenkins was granted an option to purchase 919,999 shares of our common stock at an exercise price per share of $12.66, and 920,000 restricted stock units, each of which were granted pursuant to our 2012 Equity Incentive Plan on November 1, 2012. The aggregate grant date value of these awards is included under “Equity Awards”$250,000 in the Summary Compensation Table above.fiscal 2018.

David FaugnoMichael D. Hughes

In JulyAugust 2012, we entered into an offer letter agreement with David Faugno,Michael D. Hughes, our chief financial officer, which superseded all prior employment letter agreements he had with us.senior vice president of worldwide sales. The offer letter agreement has no specific term and constitutesat-will employment. The offer letter agreement provides Mr. Faugno with anHughes’ current annual base salary of $250,000is $300,000 and an opportunityhe is eligible to earn an annual incentive bonus of up to 100% of his base salary.$60,000 in fiscal 2018 plus additional commission amounts based on achievements against fiscal 2018 bookings quotas.

Michael D. Perone

In July 2013, we entered into an offer letter agreement with Mr. Perone, ourco-founder, executive vice president and chief marketing officer, which superseded all prior employment letter agreements he had with us. The offer letter agreement has no specific term and constitutesat-will employment. The offer letter agreement provides Mr. Perone with anPerone’s current annual base salary ofis $250,000 and an opportunityhe is not eligible to earn an annual incentive bonus in fiscal 2018.

David Faugno

In connection with Mr. Faugno’s resignation from his position as Chief Financial Officer effective August 1, 2016, we entered into a Transition Services Agreement with Mr. Faugno (the “Transition Services Agreement”) on July 29, 2016, which provides, among other things, that Mr. Faugno would end his employment with the Company no later than September 1, 2016 (his actual termination date, which was August 1, 2016, the “Termination Date”) and provides reasonable transition services in an advisory capacity from the Termination Date until November 1, 2017 (the “Expected Transition Termination Date”) or such earlier date as his services are terminated pursuant to the Transition Services Agreement (the period in which Mr. Faugno is providing transition services, the “Transition Period”).

Pursuant to the Transition Agreement, Mr. Faugno received during the Transition Period, among other things, his compensation and benefits as in effect as of upthe date of the Transition Services Agreement as well as an entitlement to 100%receive 50% of his base salary.target bonus opportunity for the fiscal 2017 within 15 days of the Termination Date. Mr. Faugno also continued to vest in his outstanding options and RSUs through the Transition Period. As consideration for the above, Mr. Faugno provided us with a standard release of claims.

Change in Control Severance Agreements

WeThe offer letter agreements we have entered into change in control severance agreements with our chief executive officer, William D. “BJ” Jenkins, Jr., our chief financial officer, David Faugno,senior vice president of worldwide sales, Michael D. Hughes, and our chief marketing officer, Michael D. Perone, which provide for severance compensation.

Upon a termination of his employment for other than for cause (as such term is defined in his offer letter agreement), death or disability, Mr. Jenkins will be eligible to receive the following separation benefits, subject to him timely executing and not revoking a release of claims in a form acceptable to us (i) continued payment of severance at a rate equal to his then-currentfiscal 2016 base salary for a period of 12 months; (ii) payment by us of up to 12 months of COBRA premiums to continue health insurance coverage for him and his eligible dependents; and (iii) accelerated vesting of outstanding equity awards that would have vested had he remained employed with us for an additional six months. Upon a change in control (as such term is defined in his offer letter agreement), Mr. Jenkins will be eligible to receive (i) a lump sum payment equal to the base salary and bonus paid to him over the 12 months immediately preceding the date of the change in control;fiscal 2016; and (ii) accelerated vesting of all outstanding stock options and the restricted stock unitRSU award that waswere granted to him on November 1, 2012.

Upon a termination of employment other than for cause (as such term is defined in his offer letter agreement), including if the termination is a result of death or disability, or a resignation for good reason (as such term is defined in his offer letter agreement), Messrs. FaugnoMr. Hughes will be eligible to receive the following separation benefits, subject to timely executing and not revoking a release of claims in a form acceptable to us (i) continued payment of severance of up to six months at a rate equal to his then current base salary (or 12 months if the termination occurs within the 12 months following a change in control (as such term is defined in his offer letter agreement)); (ii) payment by us of up to six months of COBRA premiums to continue health insurance coverage for him and his eligible dependents (or 12 months if the termination occurs within the 12 months following a change in control); and (iii) accelerated vesting of outstanding equity awards that would have vested had he remained employed with us for an additional six months or (12 months if the termination or resignation occurs within the 12 months following a change in control).

Upon a termination of employment other than for cause (as such term is defined in his offer letter agreement), including if the termination is a result of death or disability, or a resignation for good reason (as such term is defined

in his offer letter agreement), Mr. Perone will be eligible to receive the following separation benefits, subject to timely executing and not revoking a release of claims in a form acceptable to us (i) continued payment of severance at a rate equal to his fiscal 2016 base salary and target bonus as then in effect for a period of 12 months;bonus; (ii) payment by us of up to 12 months of COBRA premiums to continue health insurance coverage for him and his eligible dependents; and (iii) accelerated vesting of outstanding equity awards that would have vested had he remained employed with us for an additional 12 months (or the greater of (x) 50% of the number of unvested shares subject to his then outstanding equity awards or (y) 12 months, in the event if the termination or resignation occurs within the 18 months following a change in control (as such term is defined in thehis offer letter agreement)).

The agreements also provide that in the event any amounts in the agreement or otherwise constitute “parachute payments” within the meaning of Section 280G of the Code, and could be subject to the related excise tax, the executive would be entitled to receive either full payment of benefits or such lesser amount, which would result in no portion of the benefits being subject to an excise tax, whichever results in the greater amount ofafter-tax benefits to the executive.

Outstanding Equity Awards at 2014 2017Year-End

The following table sets forth information regarding outstanding stock options and stock awards held by our named executive officers as of February 28, 2014.2017.

Other Employee Benefits and Pre-requisitesPerquisites

Our historic compensation program reflects our startup origins and form of organization. We have generally not offered extensive benefits or other compensation programs to the named executive officers, apart from cash compensation described above and employee benefits made available generally to our employees, including 401(k) plan matching contributions. See the section titled “—Retirement Plans” for additional information.

Retirement Plans

We maintain a 401(k) profit sharing plan which is intended to be a tax qualified plan under Sections 401(a) and 401(k) of the Code. All of our U.S. employees are eligible to participate on the first day of the month following the date of hire. The 401(k) profit sharing plan includes a salary deferral arrangement pursuant to which participants may elect to defer up to 90% of their current compensation not in excess of the statutorily prescribed limit, which was equal to $17,500$18,000 in 2013each of fiscal 2016 and 2017 (catch up contributions for employees over 50 years of age allow an additional deferral of $5,500$6,000 each year), and have the amount of their compensation reduction contributed to the 401(k) plan. In addition, the 401(k) profit sharing plan permits discretionary company matching and discretionarynon-elective employer contributions. In 2013, we began providing a matching contribution of up to 2.5% of eligible compensation of the participating employee, with a maximum contribution of $2,000 per year.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Compensation Committee Report

The compensation committee has reviewed and discussed the section titled “Executive Compensation” with management. Based on such review and discussion, the compensation committee has recommended to the board of directors that the section titled “Executive Compensation” be included in this proxy statement.

Respectfully submitted by the members of the compensation committee of the board of directors:

David R. Golob (Chair)Chet Kapoor (Chairman)

James J. GoetzJohn H. Kispert

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of February 28, 2014.2017. Information is included for equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders. We will not grant equity awards in the future under any of the equity compensation plans not approved by our stockholders included in the table below.

Plan (the “ESPP”). OurThe 2004 Plan was terminated in connection with the adoption of ourthe 2012 Plan in May 2012. Shares subject to stock options or similar awards granted under the 2004 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2004 Plan that are forfeited to or repurchased by Barracuda Networks, Inc. (“the Company”),us, with the maximum number of shares to be added to the 2012 Plan from outstanding awards under the 2004 Plan equal to 1,344,978 shares. In addition, ourthe 2012 Plan provides that the number of shares available for issuance under the 2012 Plan will be increased on the first day of each fiscal year beginning with the 2015 fiscal year, in an amount equal to the least of (i) 5,006,600 shares, (ii) four and one half percent (4.5%) of the outstanding shares on the last day of the immediately preceding Fiscal Yearfiscal year or (iii) such number of shares determined by the Board.board of directors. On March 1, 2014,2017, the number of shares available for issuance under ourthe 2012 Plan increased by 2,297,0332,380,370 shares pursuant to these provisions. The increase is not reflected in the table above. The Purewire Plan was assumed by the Company in connection with our acquisition of Purewire, Inc. in October 2009. The SignNow Plan was assumed by the Companyus in connection with our acquisition of SignNow, Inc. in April 2013.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of May 31, 20142017 for:

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 51,430,23852,811,301 shares of our common stock outstanding as of May 31, 2014.2017. We have deemed shares of our common stock subject to stock options that are currently exercisable andor exercisable within 60 days of May 31, 20142017 or issuable pursuant to restricted stock unitsRSUs which are subject to vesting conditions expected to occur within 60 days of May 31, 20142017 to be outstanding and to be beneficially owned by the person holding the stock option or restricted stock unitRSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Barracuda Networks, Inc., 3175 S. Winchester Blvd., Campbell, CA 95008. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.

(2)

Consists of (i) 302,0162,088,347 shares beneficially owned by Mr. Faugno;Levow, (ii) 16,368103,124 shares issuable upon the exercise of outstanding equity awardssubject to options exercisable within 60 days of May 31, 2014;2017, (iii) 73,864 shares held by the Drop Trust 2012 Three Year Annuity Trust, of which Mr. Faugno is a grantor and a trustee; (iv) 68,273 shares held by the Drop Trust 2012 Two Year Annuity Trust, of which Mr. Faugno is a grantor and a trustee; (v) 73,864 shares held by the Rock Trust 2012 Three Year Annuity Trust, under which Mr. Faugno is a grantor and a trustee; (vi) 68,273 shares held by the Rock Trust 2012 Two Year Annuity Trust, under which Mr. Faugno is a grantor and a trustee; and (vii) 24,227 shares directly held by Raquel Faugno, Mr. Faugno’s spouse.

(3)

Consists of (i) 5,431,143 shares held by Mr. Perone; (ii) 18,3329,375 shares issuable upon the exercisevesting of outstanding equity awards exercisableRSUs within 60 days of May 31, 2014; (iii) 394,195 shares held by Michelle Perone, Mr. Perone’s spouse;2017 (iv) 330,728 shares held by the 2010 Four Year Plan 3 Trust, of which Mr. Perone is a grantor and a trustee; (v) 330,728 shares held by the 2010 Four Year Plan 9 Trust, of which Mr. Perone is a grantor and a trustee; (vi) 416,890 shares held by the Perone Family 2010 Irrevocable Trust dtd 6/29/2010, of which Mr. Perone is a grantor and a trustee; (vii) 658,107 shares held by Perone 2012 Irrevocable Trust, of which Mr. Perone is a grantor and a trustee; (viii) 1,329,834 shares held by the Consulting2 LLC, of which Mr. Perone is the managing member.

(4)	Consists of (i) 27,083 shares issuable upon the exercise of outstanding equity awards exercisable within 60 days of May 31, 2014; and (ii) 184,935 shares held by the Jeffry R. & Teri Allen TTEES The Jeffry & Terri Allen REV TRT DTD 1/29/02, of which Mr. Allen is a grantor and trustee.

(5)

Consists of (i) 50,000 shares held by Mr. Stitt; (ii) 27,083 shares issuable upon the exercise of outstanding equity awards exercisable within 60 days of May 31, 2014; and (iii) 2,500 shares directly held by the Gordon L. Stitt & Valori S. Stitt Revocable Intervivos Trust U/A dated 11/16/96 of which Mr. Stitt is a grantor and trustee.

(6)

Consists of (i) 3,358,864 shares beneficially owned by Mr. Levow; (ii) 18,332 shares issuable upon exercise of outstanding equity awards exercisable within 60 days of May 31, 2014; (iii) 102,47028,963 shares held by Holly Levow, Mr. Levow’s spouse; and (iv) 312,738spouse, (v) 211,912 shares held by the Levow Family 2010 Irrevocable Trust, dated June 29, 2010, of which Mr. Levow is a grantor and a trustee, (vi) 131,602 shares of Common Stock held by the Zach Levow 2015 Grantor Retained Annuity Trust, dated October 1, 2015 for which the Reporting Person serves as trustee, and (vii) 131,602 shares of Common Stock held by the Holly Levow 2015 Grantor Retained Annuity Trust, dated October 1, 2015 for which the Reporting Person’s spouse serves as trustee.

(7)

Consists of 100,000 directly held by Mr. Goetz, and shares held by Sequoia Capital Growth Fund III, L.P., Sequoia Capital Growth III Principals Fund, LLC, Sequoia Capital Growth Partners III, L.P. and Sequoia Capital Franchise Partners, L.P. listed in footnote (11) below. Mr. Goetz, one of our directors, is a managing member of the general partner or managing member of the Sequoia Capital investment funds specified above, and therefore may be deemed to share voting and investment power with respect to the shares held by such Sequoia Capital investment funds.

(8)	Consists of the shares listed in footnote 11 below, which are held by entities affiliated with Francisco Partners.

(9)(3)

Consists of (i) 4,068,175409,476 shares held by Mr. Jenkins, (ii) 798,749 shares subject to options exercisable within 60 days of May 31, 2016 and (iii) 20,000 shares issuable upon vesting of RSUs within 60 days of May 31, 2017.

(4)	Consists of (i) 12,625 shares held by Mr. Hughes, (ii) 112,708 shares subject to options exercisable within 60 days of May 31, 2017 and (iii) 16,875 shares issuable upon vesting of RSUs within 60 days of May 31, 2017.

(5)

Consists of (i) 3,310,585 shares held by Mr. Perone, (ii) 103,125 shares subject to options exercisable within 60 days of May 31, 2017, (iii) 9,375 shares issuable upon vesting of RSUs within 60 days of May 31, 2017, (iv) 462,744 shares held by Michelle Perone, Mr. Perone’s spouse, (iv) 494,810 shares held by the DrakoPerone Family 2010 Irrevocable Trust F,dtd 6/29/2010, of which Mr. DrakoPerone is a grantor and a trustee, (ii) 2,301,533(v) 416,285 shares held by the DD Investment ManagementPerone 2012 Irrevocable Trust, A, of which Mr. DrakoPerone is a grantor and a trustee, (iii) 2,394,978(vi) 842,113 shares held by Consulting2 LLC, of which Mr. Perone is the managing member and (vii) 128,523 shares held by the Dean M. Drako Living Trust,Perone Family 2010 Irrevocable Trust-Exempt dtd 6/29/2010, of which Mr. Drako is a grantor and a trustee, (iv) 240,000 shares held by the DD Investment Trust B, of which Mr. Drako is a grantor and a trustee, and (v) 116,667 shares held by the DD Investment Trust A, of which Mr. DrakoPerone is a grantor and a trustee.

(10)(6)

Consists of (i) 42,246,409294,815 shares held by Mr. Faugno, (ii) 68,983 shares subject to options exercisable within 60 days of May 31, 2017, (iii) 20,937 shares issuable upon vesting of RSUs within 60 days of May 31, 2017, and (iv) 149,820 shares held by The Faugno 2012 Irrevocable Trust, under which Mr. Faugno is a grantor and a trustee.

(7)

Consists of (i) 135,919 shares held by The Jeffry & Terri Allen Revocable Trust dtd 1/29/02, of which Mr. Allen is a grantor and trustee, (ii) 69,511 shares subject to options exercisable within 60 days of May 31, 2017 and (iii) 1,111 shares issuable upon vesting of RSUs within 60 days of May 31, 2017.

(8)	Consists of 493 shares issuable upon vesting of RSUs within 60 days of May 31, 2017.

(9)	Consists of (i) 306 shares held by Mr. Kispert, (ii) 2,261 shares subject to options exercisable within 60 days of May 31, 2017 and (iii) 630 shares issuable upon vesting of RSUs within 60 days of May 31, 2017.

(10)	Consists of 438 shares issuable upon vesting of RSUs within 60 days of May 31, 2017.

(11)	Consists of (i) 6,226,844 shares beneficially owned by the Company’s directors and officers; andexecutive officers, (ii) 589,1721,243,434 shares issuable upon the exercise of outstandingsubject to options exercisable within 60 days of May 31, 2014.

(11)

Consists2017 and (iii) 61,296 shares issuable upon vesting of (i) 5,429 shares held by FP Annual Fund Investors, LLC (“FPAFI”), (ii) 7,389,021 shares held by Francisco Partners, L.P. (“FP I”), (iii) 36,385 shares held by Francisco Partners Fund A, L.P. (“FPFA”), (iv) 5,236,490 shares held by Francisco Partners III, L.P. (“FP III”) and (v) 58,492 shares held by Francisco Partners Parallel Fund III, L.P. (“FPPF III,” and collectively with FPAFI, FP I, FPFA and FP III, the “Francisco Funds”). Francisco Partners GP, LLC is the general partnerRSUs within 60 days of FP I and FPFA. Francisco Partners Management, LP is the manager of FPAFI. Francisco Partners GP III, L.P. is the general partner of FP III and FPPF III. With respect to the shares of our capital stock held by the Francisco Funds, each of David R. Golob, Dipanjan Deb, Keith Geeslin and Ezra Perlman may be deemed to share voting and