UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

Imperva, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

IMPERVA, INC.

3400 Bridge Parkway

Redwood Shores, California 94065

[●],December 6, 2018

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Imperva, Inc. (“Imperva” or “we,” “us,” or “our”) to be held on [•],January 8, 2019, at 10:00 a.m., Pacific Time, at our headquarters located at 3400 Bridge Parkway, Redwood Shores, California 94065.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt an agreement and plan of merger (the “Merger Agreement”) by and among Imperial Purchaser, LLC (“Newco”), Imperial Merger Sub, Inc., a wholly owned subsidiary of Newco, and Imperva.

If the Merger Agreement is adopted with the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon and the merger is completed, Imperva will become a wholly owned subsidiary of Newco and each share of our common stock that you own as of the date of the merger will be converted into the right to receive $55.75 in cash, without interest and less any applicable withholding taxes (unless you have properly demanded your statutory rights of appraisal with respect to the merger), which represents a premium of: (1) approximately 21% over the average closing price of our common stock over the 30 day trading period prior to and including October 9, 2018, the last trading day before the public announcement of the merger and (2) approximately 29% over the closing price of our common stock on October 9, 2018.

Our board of directors (“Board”) carefully considered a number of factors in evaluating the terms of the Merger Agreement. Based on such consideration, our Board unanimously determined that the terms and conditions of the merger and the Merger Agreement are advisable, fair to and in the best interests of Imperva and our stockholders.Accordingly, our Board has unanimously approved the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement, and unanimously recommends that you vote “FOR” the proposal to adopt of the Merger Agreement, “FOR” the compensation proposal and “FOR” the adjournment proposal.

The enclosed proxy statement provides detailed information about the special meeting, the Merger Agreement, the merger and the other proposals to be voted on at the special meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the proxy statement carefully in its entirety. The proxy statement is dated [●],December 6, 2018, and is first being mailed to Imperva stockholders on or about [●],December 6, 2018.

Your vote is very important, regardless of the number of shares you own.The proposal to adopt the Merger Agreement must be approved by the holders of a majority of the shares of our common stock entitled to vote at the special meeting. Only stockholders who owned shares of our common stock at the close of business on [●],December 4, 2018, the record date for the special meeting, will be entitled to vote at the special meeting.

To vote your shares, you may submit a proxy via the Internet or by telephone, as specified in the Internet and telephone voting instructions on your proxy card, return your proxy card using the postage prepaid envelope provided, or attend the special meeting and vote in person. If your shares are held in the name of a brokerage firm, bank, trust or other nominee, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares or obtain a proxy, executed in your favor, from that record holder in order to vote at the special meeting. Even if you plan to attend the special meeting,we urge you to promptly submit a proxy for your shares via the Internet or by telephone or by completing, signing, dating and returning the enclosed proxy card.

If you fail to submit your proxy via Internet or telephone, return your proxy card, attend the special meeting and vote in person, or give voting instructions to your brokerage firm, bank, trust or other nominee, then your shares will not be counted for determining whether a quorum is present at the special meeting and your decision not to respond will have the same effect as if you voted “AGAINST” the adoption of the Merger Agreement.

If you attend the special meeting and wish to vote in person, you may revoke your proxy and vote in person.

Thank you for your continued support of Imperva.

Redwood Shores, California

[●],December 6, 2018

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the merger, passed upon the merits or fairness of the Merger Agreement or the merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [●],December 6, 2018 and, together with the enclosed form of proxy card, is first being mailed to Imperva stockholders on or about [●],December 6, 2018.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

IMPERVA, INC.

3400 Bridge Parkway

Redwood Shores, California 94065

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Imperva, Inc.:

Imperva, Inc., a Delaware corporation (“Imperva” or “we,” “us,” or “our”), will hold a special meeting of stockholders at our headquarters located at 3400 Bridge Parkway, Redwood Shores, California 94065, at 10:00 a.m., Pacific Time, on [•],January 8, 2019, to consider and vote upon the following proposals:

Only record holders of our common stock at the close of business on [●],December 4, 2018 are entitled to receive notice of, and will be entitled to vote at, the special meeting, including any adjournments or postponements of the special meeting. Your vote is important, regardless of the number of shares of our common stock you own.

The votes required to approve each proposal are as follows:

In the event that a quorum is not present in person or represented by proxy at the special meeting, it is expected that our Board will recommend adjournment of the special meeting to solicit additional proxies if permitted by the Merger Agreement. If there is not a quorum of stockholders at the special meeting and the vote with respect to the adjournment proposal fails, our Board, if permitted by the Merger Agreement, may set a new record date and meeting date for a special meeting to consider the Merger Agreement, compensation proposal and adjournment proposal.

If the merger is completed, Imperva stockholders who (1) submit a written demand for an appraisal of their shares prior to the stockholder vote on the adoption of the Merger Agreement, (2) do not vote in favor of the adoption of the Merger Agreement, (3) take certain actions and meet certain conditions under Delaware law and (4) do not thereafter withdraw their demand for appraisal of their shares of our common stock or otherwise lose their appraisal rights, in each case in accordance with Delaware law, will have the right to have such shares appraised by the Delaware Court of Chancery and to receive payment of the fair value of such shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of

interest, if any, as determined by the court. For a more detailed discussion of your appraisal rights, see the section of this proxy statement captioned “The Merger—Appraisal Rights” and Annex C to this proxy statement.

You are cordially invited to attend the special meeting in person. Whether or not you expect to attend the special meeting, please submit a proxy via the Internet or by telephone, as specified in the Internet and telephone voting instructions on your proxy card or return your proxy card using the postage prepaid envelope provided as promptly as possible in order to ensure your representation at the special meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the special meeting. Please note, however, that if your shares are held in the name of your brokerage firm, bank, trust or other nominee and you wish to vote at the special meeting, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares or obtain a proxy issued in your name from that record holder.

If you sign, date and return your proxy card or submit a proxy via the Internet or by telephone without indicating how you wish to vote, your proxy will be voted “FOR” the proposal to adopt the Merger Agreement, “FOR” the compensation proposal and “FOR” the adjournment proposal. If you do attend the special meeting and wish to vote in person, you may revoke your proxy and vote in person. You may revoke your proxy in the manner described in the enclosed proxy statement at any time before it has been voted at the special meeting.

Our Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement, “FOR” the compensation proposal and “FOR” the adjournment proposal.

The merger is described in the accompanying proxy statement, which we urge you to read carefully. A copy of the Merger Agreement is attached as Annex A to the proxy statement. If you have any questions or need assistance in voting your shares of our common stock, please contact our proxy solicitor, D.F. King & Co., Inc., via telephone toll-free at (877)283-0324 or via email at impv@dfking.com.

Redwood Shores, California

[●],December 6, 2018

YOUR VOTE IS IMPORTANT

Your vote is very important, regardless of the number of shares you own.The proposal to adopt the Merger Agreement must be approved by the holders of a majority of the shares of our common stock entitled to vote at the special meeting. To vote your shares, you can submit a proxy via the Internet or by telephone, as specified in the Internet and telephone voting instructions on the proxy card, return your proxy card using the postage prepaid return envelope provided, or attend the special meeting and vote in person.Weurge you to promptly submit a proxy for your shares via the Internet or by telephone or by completing, signing, dating and returning the enclosed proxy card.

If you fail to submit your proxy via Internet or telephone, return your proxy card, attend the special meeting and vote in person, or give voting instructions to your brokerage firm, bank, trust or other nominee, then your shares will not be counted for determining whether a quorum is present at the special meeting and your decision not to respond will have the same effect as if you voted “AGAINST” the adoption of the Merger Agreement.

If your shares are held in the name of a brokerage firm, bank, trust or other nominee, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares or obtain a proxy, executed in your favor, from that record holder in order to vote at the special meeting.

REFERENCES FOR ADDITIONAL INFORMATION

If you have any questions about this proxy statement, the special meeting, the merger or need assistance with voting procedures, you should contact:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call: (212)269-5550

Stockholders (All Others) Call: (877)283-0324

Email: impv@dfking.com

IMPERVA, INC.

PROXY STATEMENT

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following Q&A is intended to address some commonly asked questions about the special meeting of stockholders and the merger. These questions and answers may not address all questions that may be important to you as an Imperva stockholder. We urge you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement.

Except as otherwise specifically noted in this proxy statement, “we,” “our,” “us” and similar words in this proxy statement refer to Imperva, Inc. In addition, throughout this proxy statement, we refer to Imperva, Inc., as “Imperva,” to Imperial Merger Sub, Inc. as “Merger Sub,” to Imperial Purchaser, LLC as “Newco,” and to Thomas Bravo, LLC as “Thoma Bravo.”

You are being solicited to vote in favor of the proposal to adopt the Merger Agreement and to approve the compensation and adjournment proposals to be voted on at the special meeting.

A copy of the full text of Section 262 of the Delaware General Corporation Law (“DGCL”) is included as Annex C to this proxy statement. Failure to precisely follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

The Special Meeting

If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee,it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Advisory approval of the compensation proposal requires the affirmative vote of the holders of a majority of the shares of our common stock outstanding and entitled to vote that are present in person or represented by proxy at the special meeting and voted for or against the proposal.

If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have no effect on the vote for the compensation proposal.

If you abstain from voting, fail to cast your vote in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have no effect on the vote for the adjournment proposal.

Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “FOR” and “AGAINST” votes and abstentions.

If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee,it will have the same effect as a voteagainst the proposal to adopt the Merger Agreementbut will have no effect on the compensation proposal or the adjournment proposal.

If you are voting via the Internet or by telephone, your voting instructions must be received by the date and time indicated on the applicable proxy card(s).

Voting via the Internet, by telephone or by mailing in your proxy card will not prevent you from voting in person at the special meeting. You are encouraged to submit a proxy via the Internet, by telephone or by mail even if you plan to attend the special meeting in person, to ensure that your shares of our common stock are present in person or represented at the special meeting.

If your shares are held by a brokerage firm, bank, trust or other nominee, you may direct your brokerage firm, bank, trust or other nominee to submit a proxy card by following the instructions that the brokerage firm, bank, trust or other nominee provides to you with these materials. If you hold shares through a brokerage firm, bank, trust or other nominee and wish to vote your shares in person at the special meeting, you must instruct the brokerage firm, bank, trust or other nominee on how to vote yours shares or obtain a proxy from your brokerage firm, bank, trust or other nominee and present it to the inspector of elections with your ballot when you vote at the special meeting.

If you return a properly signed and dated proxy card but do not mark the box showing how you wish to vote, your shares will be voted “FOR” the proposal to adopt the Merger Agreement, “FOR” the compensation proposal and “FOR” the adjournment proposal.

If your shares are held through a brokerage firm, bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” If you are a beneficial owner of shares of common stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your brokerage firm, bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares in person by ballot at the special meeting unless you obtain a “legal proxy” from your brokerage firm, bank, broker or other nominee giving you the right to vote your shares at the special meeting.

In addition, because any shares you may hold in “street name” will be deemed to be held by a different stockholder than any shares you hold of record, shares held in “street name” will not be combined for voting purposes with shares you hold of record. To be sure your shares are voted, you should instruct your brokerage firm, bank, trust or other nominee to vote your shares that you hold in “street name.” Shares held by a corporation or business entity must be voted by an authorized officer of the entity.

If you are a “street name” holder of our common stock, you should contact your brokerage firm, bank, trust or other nominee to obtain instructions as to how to change or revoke your proxy.

In addition, if you sell your shares prior to the special meeting or prior to the effective time of the merger, you will not be eligible to exercise your appraisal rights in respect of the merger. For a more detailed discussion of your appraisal rights and the requirements for properly demanding your appraisal rights, see the section of this proxy statement captioned “The Merger—Appraisal Rights” and Annex C to this proxy statement.

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call:212-269-5550

Stockholders (All Others) Call: (877)283-0324

Email: impv@dfking.com

If your brokerage firm, bank, trust or other nominee holds your shares in “street name,” you should also call your brokerage firm, bank, trust or other nominee for additional information.

FORWARD-LOOKING INFORMATION

This proxy statement contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, that are based on our current expectations, assumptions, beliefs, estimates and projections about the proposed merger, Imperva and our industry. The forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “plan,” “project,” “should,” “could” and similar expressions. Factors that may affect those forward-looking statements include, among other things:

We caution you that reliance on any forward-looking statement involves risks and uncertainties and that, although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions could be incorrect. In light of these and other uncertainties, you should not conclude that we will achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to revise any of these forward-looking statements to reflect future events or circumstances.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

SUMMARY

This summary highlights selected information from this proxy statement related to the merger of Imperial Merger Sub, Inc. with and into Imperva, Inc., which we refer to as the “Merger,” and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should read carefully this entire proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. See “Where You Can Find More Information”. The Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the Merger Agreement, which is the legal document governing the merger. Each item in this summary references another section of this proxy statement with more detailed disclosure about that item. Throughout this proxy statement, all references to “Imperva,” “we,” “our,” “us” and similar words refer to Imperva, Inc. and its subsidiaries, unless otherwise indicated or the context otherwise requires. In addition, throughout this proxy statement, we refer to Imperial Purchaser, LLC as “Newco,” to Thoma Bravo, LLC as “Thoma Bravo” and to Imperial Merger Sub, Inc. as “Merger Sub.” Capitalized terms used in this section but not defined in this proxy statement have the meaning ascribed to them in the Merger Agreement.

Parties Involved in the Merger

Imperva, Inc.

Imperva is a leading cybersecurity company incorporated in Delaware that deliversbest-in-class solutions to protect data and applications – wherever they reside –on-premises, in the cloud, and across hybrid environments. The company’s Incapsula, SecureSphere, and CounterBreach product lines help organizations protect websites, applications, APIs, and databases from cyberattacks while ensuring compliance. Imperva innovates using data, analytics, and insights from our experts and our community to deliver simple, effective and enduring solutions that protect our customers from cybercriminals.

Newco, LLC

Newco is a Delaware limited liability company formed by an affiliate of private equity investment firm Thoma Bravo, LLC.

Merger Sub

Merger Sub is a Delaware corporation and wholly owned subsidiary of Newco that was organized solely for the purpose of entering into the Merger Agreement and completing the merger and the other transactions contemplated by the Merger Agreement. Merger Sub has not conducted any business operations other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the merger, Merger Sub will cease to exist as a separate corporation and Imperva will continue as the surviving corporation.

Newco and Merger Sub are each affiliated with Thoma Bravo Fund XIII, L.P. In connection with the transactions contemplated by the Merger Agreement, (1) Thoma Bravo Fund XIII, L.P. has provided to Newco equity commitments of up to approximately $813 million; and (2) Newco has obtained debt financing commitments from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Banks USA, Citigroup Global Markets Inc. and Jefferies Finance LLC, and certain of their respective affiliates for an aggregate amount of $1.15 billion, which will be available to fund a portion of the payments contemplated by the Merger Agreement (in each case, pursuant to the terms and conditions as described further under the section of this proxy statement captioned “The Merger—Financing of the Merger”). Newco, Merger Sub and Thoma Bravo Fund XIII, L.P. are affiliated with Thoma Bravo. Thoma Bravo is a leading private equity investment firm building on a30-year history of providing equity and strategic support to experienced management teams and growing companies.

The Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Imperva, and Imperva will continue as the surviving corporation and as a wholly owned subsidiary of Newco (the “Surviving Corporation”). As a result of the Merger, Imperva will cease to be a publicly traded company, all outstanding shares of Imperva stock will be cancelled and converted into the right to receive the $55.75 per share in cash, without interest and less any applicable withholding taxes (the “Per Share Merger Consideration”) (except for any shares owned by stockholders who are entitled to and who properly exercise appraisal rights under the DGCL), and you will no longer own any shares of the capital stock of the Surviving Corporation.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights may have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under the section of this proxy statement captioned “The Merger—Appraisal Rights”).

Treatment of Options and Restricted Stock Units

As a result of the Merger, the treatment of Imperva’s options to purchase shares of common stock (each, a “Company Option”) and restricted stock units (each, an “RSU”), including RSUs that are subject to performance-based vesting conditions (each, a “PRSU”) that are outstanding immediately prior to the time at which the Merger will become effective (the “Effective Time”) will be as follows:

Options

To the extent not exercised prior to the Effective Time, each outstanding vested Company Option (including any Company Option that vests in connection with the Merger) will be cancelled at the Effective Time and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of $55.75 per share over the exercise price per share of each such vested Company Option, multiplied by (2) the number of shares of our common stock issuable upon the exercise of such vested Company Option (the “Option Consideration”), to be paid as soon as practicable (and in no event more than 10 business days) following the Closing.

Each unvested Company Option outstanding as of immediately prior to the Effective Time (and that will not vest in connection with the Merger) will be cancelled at the Effective Time and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding tax), equal to the product of: (1) the excess, if any, of $55.75 per share over the exercise price per share of each such unvested Company Option; and (2) the number of shares of our common stock issuable upon the exercise of such unvested Company Option (the “Contingent Option Consideration”). The Contingent Option Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the Original Vesting Conditions. The Contingent Option Consideration will be paid in cash without interest and less any required withholding taxes as soon as practicable (and in no event more than the later of (x) 10 business days and (y) the next regularly scheduled payroll of the Surviving Corporation) following satisfaction of the Original Vesting Conditions.

Each outstanding Company Option (whether vested or unvested) with an exercise price per share equal to or greater than $55.75 per share will be cancelled without consideration upon the Effective Time.

Restricted Stock Units and Performance-Based Restricted Stock Units

Each vested RSU (including each vested PRSU) outstanding as of immediately prior to the Effective Time (including any RSU that becomes a vested RSU in connection with the Merger) will be cancelled at the Effective

Time and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $55.75 per share and (2) the number of shares of our common stock subject to such vested RSU (the “RSU Consideration”), to be paid as soon as practicable (and in no event more than 10 business days) following the Closing; provided that any payment in respect of any vested RSU shall be made in compliance with Section 409A.

Each unvested RSU (including each PRSU for which performance has been achieved and which remains subject to time-based vesting) that is outstanding immediately prior to the Effective Time (and that will not vest in connection with the Merger), will be cancelled at the Effective Time and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding) equal to the product of (1) $55.75 per share, and (2) the number of shares of our common stock subject to such unvested RSU (the “Contingent RSU Consideration”). The Contingent RSU Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the Original Vesting Conditions; provided that any payment in respect of any unvested RSU shall be made in compliance with Section 409A. As soon as practicable (and in no event more than the later of (x) 10 business days and (y) the next regularly scheduled payroll of the Surviving Corporation) following satisfaction of the Original Vesting Conditions, the Contingent RSU Consideration will be paid without interest and less any required withholding taxes.

For PRSUs where the performance period has not yet been completed, the level of achievement of the applicable performance metrics will be determined by our Board or a committee thereof in accordance with our equity incentive plan and the applicable PRSU agreement (provided, however, that such level of achievement shall not exceed the greater of (1) target performance and (2) the actual achievement of the performance goals attributable to such PRSUs) as of immediately prior to the Effective Time and, upon such determination, the resulting earned and vested PRSUs, if any, will be treated as vested RSUs and the resulting earned PRSUs that remain subject to time-based vesting conditions will be treated as unvested RSUs pursuant to the paragraphs above. Additional information about the PRSUs can be found in the section of this proxy statement captioned “The Merger—Agreements and Arrangements with Executive Officers and Directors of Imperva—Treatment of PRSUs.”

Section 102 Securities

The Option Consideration payable with respect to Company Options granted and subject to tax pursuant to Section 102(b)(2) of the Israeli Income Tax Ordinance [New Version] 1961 (the “Ordinance”) (“Section 102 Options”), the RSU Consideration payable with respect to RSUs granted and subject to tax pursuant to Section 102(b)(2) of the Ordinance (“Section 102 RSUs”) and the consideration payable with respect to shares of common stock of Imperva issued upon exercise of Section 102 Options or upon settlement of Section 102 RSUs (“Section 102 Shares”) (collectively, the “102 Amounts”) shall be paid (either directly or indirectly) to Imperva’s Section 102 Trustee for the benefit of the beneficial owners thereof, who shall pay out the 102 Amounts, as applicable, and withhold the applicable tax either directly or through Imperva’s applicable Israeli Subsidiary.

Treatment of Purchase Rights under the Employee Stock Purchase Plan

With respect to Imperva’s employee stock purchase plan, or “ESPP,” after the date of the Merger Agreement and pursuant to the requirements set forth in the Merger Agreement, the compensation committee of our Board adopted resolutions and took other actions to (1) restrict participants in the ESPP from increasing their respective rates of deductions and purchases (includingnon-payroll contributions); (2) provide that no individual who is not participating in the ESPP as of the date of the Merger Agreement may commence participation in the ESPP; (3) provide that no offering period under the ESPP will be commenced after the date of the Merger Agreement; (4) provide that the offering period under the ESPP that is in effect as of the date of the Merger Agreement will end on the earlier of immediately prior to the Effective Time and the last day of such offering period and all outstanding purchase rights under the offering period in effect as of the date of the Merger

Agreement shall automatically be exercised in accordance with the terms of the ESPP; and (5) terminate the ESPP, effective as of the date immediately prior to the date of the Effective Time. The currentfinal offering period under the ESPP endsended on November 15, 2018.

Financing of the Merger

We anticipate that the total amount of funds necessary to complete the Merger and the related transactions will be approximately $2.1 billion, which will be funded via equity financing and debt financing as described below, as well as cash on our balance sheet. This amount includes funds needed to (1) pay stockholders the amounts due under the Merger Agreement; and (2) make payments in respect of our outstanding equity-based awards pursuant to the Merger Agreement.

In connection with the Merger, Newco has entered into an equity commitment letter, dated as of October 10, 2018, with Thoma Bravo Fund XIII, L.P. for an equity commitment of approximately $813 million. For more information, see the section of this proxy statement captioned “The Merger—Financing of the Merger.”

In connection with the Merger, Newco has obtained debt financing commitments from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Banks USA, Citigroup Global Markets Inc. and Jefferies Finance LLC and certain of their respective affiliates, pursuant to which they have committed to provide Newco with (1) a $760 million senior secured first lien term loan facility, (2) a $100 million senior secured first lien revolving credit facility and (3) a $290 million senior secured second lien credit facility, which will be available to fund a portion of the payments contemplated by the Merger Agreement. For more information, see the section of this proxy statement captioned “The Merger—Financing of the Merger.” Although the obligation of Newco and Merger Sub to consummate the Merger is not subject to any financing condition, the Merger Agreement provides that, without Newco’s agreement, the closing of the Merger will not occur earlier than the first business day after the expiration of the marketing period, which is the first period of 15 consecutive business days after the expiration of thego-shop period and beginning on the date Newco has received certain required historical financial information from Imperva required to syndicate any debt financing and ending prior to the closing date (provided that certain days that are specifically identified in the Merger Agreement will not count as business days and that the marketing period may be delayed, suspended or restarted in the event that the financial statements constituting required information are restated or audit opinions with respect thereof are revoked). For more information, see the section of this proxy statement captioned “The Merger Agreement—Marketing Period.”

Limited Guaranty

Pursuant to the terms of the Merger Agreement, an affiliate of Thoma Bravo has expressly, absolutely, irrevocably and unconditionally guaranteed the due and punctual observance, performance and discharge of payment of (1) the Newco Termination Fee, (2) Imperva’sout-of-pocket costs and expenses incurred in connection with legal proceedings enforcing the payment of such termination fee and (3) the reimbursement or indemnification obligations of Newco and Merger Sub in connection with any costs and expenses incurred by Imperva in connection with its cooperation with the arrangement of the debt financing pursuant to the Merger Agreement.

Conditions to the Closing of the Merger

The obligations of Imperva, Newco and Merger Sub, as applicable, to consummate the Merger are subject to the satisfaction or waiver of certain conditions, including (among other conditions), the following:

The Merger is not conditioned on Newco’s ability to obtain or successfully syndicate debt financing.

Regulatory Approvals Required for the Merger

Under the Merger Agreement, the Merger cannot be completed until (1) the applicable waiting period under the HSR Act has expired or been terminated; (2) the applicable waiting period under the Austrian Federal Competition Authority has expired or been terminated and (3) all competition and foreign investment consents of the Australian Competition and Consumer Commission and the Australian Foreign Investment Review Board have been received.

Recommendation of the Board of Directors

Our Board of Directors (“Board”), after considering various factors described under the section of this proxy statement captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger” has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Imperva and its stockholders and (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Our Board unanimously recommends that you vote (1) “FOR” the proposal to adopt the Merger Agreement, (2) “FOR” the compensation proposal and (3) “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there is not a quorum present or represented by proxy at the time of the special meeting, or to give holders of our common stock additional time to evaluate new material information or disclosure.

Fairness Opinion of Qatalyst Partners LP

Imperva engaged Qatalyst Partners LP (“Qatalyst Partners”) to provide financial advice in connection with the Merger based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of Imperva’s business and the industry in which Imperva operates. At the meeting of our Board on October 9, 2018, Qatalyst Partners rendered to our Board its oral opinion, subsequently confirmed in writing, to the effect that, as of October 9, 2018 and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the merger consideration of $55.75 per share in cash to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of our common stock (other than Newco or any affiliates of Newco), was fair, from a financial point of view, to such holders.

The full text of the opinion of Qatalyst Partners, dated as of October 9, 2018, is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety.

Qatalyst Partners’ opinion was provided to our Board and addressed only, as of the date of the opinion, the fairness, from a financial point of view, of the merger consideration of $55.75 per share in cash to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of our common stock (other than Newco or any affiliates of Newco), to such holders. It does not address any other aspect of the Merger. It does not constitute a recommendation to any stockholder of Imperva as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which the shares of our common stock will trade at any time.

For a description of the opinion that our Board received from Qatalyst Partners, see the section of this proxy statement captioned “The Merger—Fairness Opinion of Qatalyst Partners LP”.

Interests of Imperva’s Directors and Executive Officers in the Merger

When considering the recommendation of our Board that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. In (1) evaluating and negotiating the Merger Agreement; (2) approving the Merger Agreement and the Merger; and (3) recommending that the Merger Agreement be adopted by stockholders, our Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests include the following:

If the proposal to adopt the Merger Agreement is approved, the shares of common stock held by our directors and executive officers will be treated in the same manner as outstanding shares of common stock held by all other stockholders. For more information, see the section of this proxy statement captioned “The Merger—Interests of Imperva’s Directors and Executive Officers in the Merger.”

The Voting Agreements

In connection with the execution of the Merger Agreement, each of the Company’s directors, executive officers and certain other officers have agreed to vote the shares of our common stock over which he or she exercises voting control for the adoption of the Merger Agreement and the other proposals set forth in this proxy statement. At the close of business on [●],December 4, 2018, the record date of the special meeting, the Company’s directors, executive officers and certain other officers who are party to the voting agreements collectively owned or controlled [●]280,248 shares of common stock, which represented [●]%0.8% of all outstanding shares of common stock on the record date. The voting agreements terminate on the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time. For more information, see the section of this proxy statement

captioned “The Merger–The Voting Agreement.” The form of voting agreement is attached as Annex D to this proxy statement. We encourage you to read the form of voting agreement, which is the legal document that governs the obligations of the Company’s directors, executive officers and certain other officers, carefully and in its entirety.

Appraisal Rights

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares may be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. This means that stockholders may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the Per Share Merger Consideration.

To exercise your appraisal rights, you must (1) deliver a written demand for appraisal to Imperva before the vote is taken on the proposal to adopt the Merger Agreement; (2) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; and (3) continue to hold your shares of common stock through the Effective Time. Additionally, certain other conditions, described further herein, must be met. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this proxy statement. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Material U.S. Federal Income Tax Consequences of the Merger

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined under the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for such U.S. Holder’s shares of common stock in the Merger generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of common stock surrendered in the Merger.

ANon-U.S. Holder (as defined under the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of common stock for cash in the Merger unless suchNon-U.S. Holder has certain connections to the United States.

For more information, see the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light oftheir particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Go-Shop Period

Under the Merger Agreement, for a period of 45 days following October 10, 2018 (the“Go-Shop Period”), Imperva and its representatives and subsidiaries are permitted to; (1) solicit, initiate, encourage and facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as defined under the section of this proxy statement captioned “The Merger Agreement—Alternate Acquisition Proposals”); (2) grant a waiver under or terminate any “standstill” or similar obligation of any third party with respect to Imperva or any of its subsidiaries solely to allow such third party to submit an acquisition proposal in accordance with the Merger Agreement; and (3) engage in discussions and negotiations with, and furnishnon-public information relating to Imperva and its subsidiaries, and afford access to the books and records of Imperva and its subsidiaries to any third party in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to an Acquisition Proposal, so long as prior to furnishing suchnon-public information or affording such access, Imperva has entered into a permitted confidentiality agreement with such third party and has previously provided or made available (or provides or makes available within one business day) all such information, and affords such access, to Newco.

Upon the expiration of theGo-Shop Period, Imperva has agreed to, and to cause its subsidiaries and its and their respective directors, officers, employees, consultants, agents, representatives and advisors, whom we collectively refer to as “representatives,” to immediately cease and cause to be terminated, and will not authorize or knowingly permit any of its representatives to continue, any and all existing activities, discussions or negotiations with any third party conducted prior to the expiration of theGo-Shop Period with respect to any Acquisition Proposal or Acquisition Transaction (as defined under the section of this proxy statement captioned “The Merger Agreement—Alternate Acquisition Proposals”) (other than with respect to each Excluded Party (as defined under the section of this proxy statement captioned “The Merger Agreement—Alternate Acquisition Proposals”) only for so long as such person is and remains an Excluded Party) to any physical or electronic dataroom (other than as otherwise permitted by the Merger Agreement).

In the event Imperva terminates the Merger Agreement to enter into an agreement for a superior proposal during theGo-Shop Period, the termination fee payable to Newco will be $25,000,000. For more information, see the section of this proxy statement captioned “The Merger Agreement—The Board of Directors’ Recommendation; Company Board Recommendation Change.”

TheGo-Shop Period will expireexpired at 11:59 p.m. EST on November 24, 2018. As of the expiration of the Go-Shop Period, there were no pending Acquisition Proposals and no Excluded Parties.

Alternative Acquisition Proposals

Under the Merger Agreement, from and after the expiration of theGo-Shop Period until the Effective Time, Imperva has agreed not to, and to cause its subsidiaries and its and their representatives not to, among other things: (1) solicit, initiate, knowingly encourage, knowingly facilitate or knowingly induce the making, submission or announcement of any inquiry, offer or proposal that would be reasonably likely to lead to an Acquisition Proposal or Acquisition Transaction; or (2) participate or engage in discussions or negotiations regarding, or provide anynon-public information to, any person relating to, or that would be likely to lead to, an acquisition proposal or acquisition transaction, in each case other than with respect to an Excluded Party.

Notwithstanding these restrictions, under certain circumstances, prior to the adoption of the Merger Agreement by stockholders, Imperva may provide information to, and engage or participate in negotiations or substantive discussions with, (a) an Excluded Party (only for so long as such person is and remains an Excluded Party) and (b) any third party regarding an acquisition proposal if our Board determines in good faith after consultation with its financial advisor and its outside legal counsel that such proposal is a superior proposal or would reasonably be likely to lead to a superior proposal and to not do so would be inconsistent with its fiduciary duties. For more information, see the section of this proxy statement captioned “The Merger Agreement—Alternative Acquisition Proposals.”

Imperva is not entitled to terminate the Merger Agreement to enter into an agreement for a superior proposal unless it complies with certain procedures in the Merger Agreement, including negotiating with Newco in good faith over a four business day period so that any superior proposal no longer constitutes a superior proposal. The termination of the Merger Agreement by Imperva in order to accept a superior proposal will result in the payment by Imperva of a $60,000,000 termination fee to Newco; provided that if the termination fee to Newco becomes payable during theGo-Shop Period in connection with the termination of the Merger Agreement in order to accept a superior proposal, the termination fee to Newco shall be $25,000,000. For more information, see the section of this proxy statement captioned “The Merger Agreement—The Board of Directors’ Recommendation; Company Board Recommendation Change.”

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways:

Termination Fees and Expense Reimbursement

Except in specified circumstances, whether or not the Merger is completed, Imperva, on the one hand, and Newco and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement.

Imperva will be required to pay to Newco a termination fee of up to $60,000,000 if the Merger Agreement is terminated under specified circumstances; provided that if the termination fee to Newco becomes payable during theGo-Shop Period in connection with the termination of the Merger Agreement during theGo-Shop Period in order to accept a superior proposal, the termination fee to Newco will instead be $25,000,000. In certain cases where such termination fee is not then payable or the Merger Agreement is terminated by Newco due to Imperva’s breach or failure to perform any of its respective representations, warranties, covenants or other agreements set forth in the Merger Agreement, Newco will be due up to $4,000,000 from Imperva as reimbursement for expenses related to the transactions contemplated by the Merger Agreement. In no case will Newco be due both its termination fee and expense reimbursement. If Newco has collected any money for expense reimbursements, such amounts will be deducted from the termination fee when the termination fee is paid.

Newco will be required to pay to Imperva a termination fee of $140,000,000 if the Merger Agreement is terminated under different specified circumstances.

For more information on these termination fees, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Expense Reimbursement.”

Market Prices and Dividend Data

Our common stock is listed on The Nasdaq Global Market under the symbol “IMPV.” On October 9, 2018, the last full trading day before the public announcement of the merger, the closing price for our common stock was $43.06 per share, and on [●],December 4, 2018, the latest practicable trading day before the printing of this proxy statement, the closing price for our common stock was $[●]$55.51 per share.

We have never paid cash dividends on our common stock.

Effect on Imperva if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Imperva will remain a stand-alone public company, our common stock will continue to be listed and traded on the Nasdaq Global Market and registered under the Exchange Act, and we will continue to file periodic reports with the SEC. Under specified circumstances, Imperva will be required to pay Newco a termination fee upon the termination of the Merger Agreement. In certain cases where such termination fee is not payable or the Merger Agreement is terminated by Newco due to Imperva’s breach or failure to perform any of its respective representations, warranties, covenants or other agreements set forth in the Merger Agreement, Imperva will be required to reimburse Newco up to $4,000,000 for expenses related to the transactions contemplated by the Merger Agreement. In no case will Newco be due both its termination fee and expense reimbursement. If Newco has collected any money for expense reimbursements, such amounts will be deducted from the termination fee when the termination fee is paid. Under different specified circumstances, Newco will be required to pay Imperva a termination fee upon the termination of the Merger Agreement. For more details, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Expense Reimbursement.”

In addition, if the Merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Imperva operates and risks related to adverse economic conditions.

The Special Meeting

Date, Time and Place

A special meeting of stockholders of Imperva will be held on [●],January 8, 2019, at 10:00 a.m., Pacific time, at 3400 Bridge Parkway, Redwood Shores, California 94065.

Record Date; Shares Entitled to Vote

You are entitled to vote at the special meeting if you owned shares of common stock at the close of business on [●],December 4, 2018 (the “Record Date”). You will have one vote at the special meeting for each share of common stock that you owned at the close of business on the Record Date.

Purpose

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the Merger Agreement, (2) approve the compensation proposal and (3) approve the adjournment proposal.

Quorum

As of the Record Date, there were [●]35,436,746 shares of common stock outstanding and entitled to vote at the special meeting. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at the special meeting.

Required Vote

The votes required to approve each proposal are as follows:

Share Ownership of Our Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [●]280,248 shares of common stock, representing approximately [●]%0.8% of the shares of common stock outstanding on the Record Date. Our directors, executive officers and certain other officers have executed voting agreements obligating them to vote all of their shares of common stock (1) “FOR” the proposal to adopt the Merger Agreement, (2) “FOR” the compensation proposal and (3) “FOR” the adjournment proposal.

Voting and Proxies

Any stockholder of record entitled to vote may submit a proxy via the Internet or by telephone, as specified in the Internet and telephone voting instructions on your proxy card, return your proxy card using the postage prepaid envelope provided, or may vote in person by appearing at the special meeting. If you are a beneficial owner and hold your shares of common stock in “street name” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how you wish to vote your shares of common stock using the instructions provided by your bank, broker or other nominee. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote on routine matters. The proposals to be considered at the special meeting arenon-routine matters, and banks, brokers and other nominees cannot vote on these proposals without your instructions.Therefore, it is important that you cast your vote or instruct your bank, broker or nominee on how you wish to vote your shares.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by (1) signing another proxy card with a later date and returning it prior to the special meeting, (2) submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy, (3) delivering a written notice of revocation to our General Counsel and Assistant Secretary or (4) attending the special meeting and voting in person by ballot.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of our Board for use at the special meeting of stockholders or at any adjournment or postponement thereof.

Date, Time and Place

We will hold the special meeting at our headquarters located at 3400 Bridge Parkway, Redwood Shores, California 94065, at 10:00 a.m., Pacific Time, on [●].January 8, 2019.

Purpose of the Special Meeting

At the special meeting, we will ask the holders of our common stock to (1) adopt the Agreement and Plan of Merger, dated as of October 10, 2018, by and among Newco, Merger Sub, and Imperva, as such agreement may be amended from time to time (the “Merger Agreement”); (2) approve, on anon-binding advisory basis, the compensation that may be paid or become payable to Imperva’s named executive officers based on or otherwise relating to the merger (“compensation proposal”); and (3) approve the adjournment of the special meeting to a later date, if our Board determines that it is necessary or appropriate and is permitted by the Merger Agreement, to solicit additional proxies if there is not a quorum present or represented by proxy at the time of the special meeting, or to give holders of our common stock additional time to evaluate new material information or disclosure (“adjournment proposal”).

Record Date; Shares Entitled to Vote; Quorum

Only holders of record of our common stock at the close of business on [●],December 4, 2018, the record date, are entitled to notice of, and to vote at, the special meeting. On the record date, shares of our common stock were issued and outstanding and held by approximately [●]17 holders of record. Holders of record of our common stock on the record date are entitled to one vote per share at the special meeting on each of the proposals.

A majority of the outstanding shares of common stock must be present or represented at the special meeting in order to have a quorum for the conduct of business. Votes cast at the special meeting, by proxy or in person, will be tabulated by the inspector of elections appointed for the special meeting. If shares are present at the special meeting in person or by proxy, but are not voted, those shares will count toward determining whether or not a quorum is present for the conduct of business at the special meeting, as will all shares voted “for,” “against” or “abstain” on a proposal.

In the event that a quorum is not present in person or represented by proxy at the special meeting, it is expected that our Board will recommend adjournment of the special meeting to solicit additional proxies if permitted by the Merger Agreement. If there is not a quorum of stockholders at the special meeting and the vote with respect to the adjournment proposal fails, our Board, if permitted by the Merger Agreement, may set a new record date and meeting date for a special meeting to consider the Merger Agreement, compensation proposal and adjournment proposal.

Vote Required

The votes required to approve each proposal are as follows:

Voting by Imperva Directors and Executive Officers

At the close of business on the record date, our directors and executive officers and their affiliates owned and were entitled to vote [●]280,248 shares of our common stock, which represented approximately [●]%0.8% of the shares of our outstanding common stock on that date. Our directors, executive officers and certain other officers have executed voting agreements obligating them to vote all of their shares of common stock “FOR” the proposal to adopt the Merger Agreement, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Certain members of our management and our Board have interests in the merger that are in addition to those of stockholders generally and may be different from, or in conflict with, your interests as an Imperva stockholder. See the section of this proxy statement captioned “The Merger—Interests of Imperva’s Directors and Executive Officers in the Merger”.

Voting of Proxies

If your shares are registered in your name, you may cause your shares to be voted at the special meeting by returning a signed proxy card or voting in person at the meeting. Additionally, you may submit a proxy authorizing the voting of your shares via the Internet or by telephone by following the instructions printed on the proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy via the Internet or by telephone.

If your shares are registered in your name and you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. If your shares are registered in your name, you are encouraged to submit a proxy card even if you plan to attend the special meeting in person.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted “FOR” the proposal to adopt the Merger Agreement, “FOR” the approval of the compensation proposal and “FOR” the approval of the adjournment proposal; provided, however, that no proxy that is specifically marked “AGAINST” the proposal to adopt the Merger Agreement will be voted “FOR” the compensation proposal or “FOR” the adjournment proposal unless it is specifically marked “FOR” the compensation proposal or “FOR” the adjournment proposal, respectively.

If your shares are held in “street name” through a brokerage firm, bank, trust or other nominee, you may provide voting instructions by completing and returning the voting form provided by your brokerage firm, bank, trust or other nominee or via the Internet or by telephone through your brokerage firm, bank, trust or other nominee, if such a service is provided. To provide voting instructions via the Internet or telephone, you should follow the instructions on the voting form provided by your brokerage firm, bank, trust or other nominee. If you plan to attend the special meeting, you will need a proxy from your brokerage firm, bank, trust or other nominee in order to be given a ballot to vote the shares. If you do not return your brokerage firm, bank, trust or other nominee’s voting form, provide voting instructions via the Internet or by telephone through your brokerage firm, bank, trust or other nominee or attend the special meeting and vote in person with a proxy from your brokerage firm, bank, trust or other nominee, it will have the same effect as if you voted “AGAINST” the adoption of the Merger Agreement, and will have no effect on the compensation proposal or the adjournment proposal.

Revocability of Proxies

Any proxy you give pursuant to this solicitation may be revoked by you at any time before it is voted. Proxies may be revoked as follows:

If you have sent a proxy directly to Imperva, you may revoke it by:

If you have instructed brokerage firm, bank, trust or other nominee to vote your shares, you may revoke your proxy only by following the directions received from your brokerage firm, bank, trust or other nominee to change those instructions.

Your attendance at the special meeting does not alone automatically revoke your proxy. If you have instructed your brokerage firm, bank, trust or other nominee how to vote your shares, the above-described options for revoking your proxy do not apply. Instead, you must follow the directions provided by your brokerage firm, bank, trust or other nominee to change your vote.

Board’s Recommendations

Our Board has unanimously approved the Merger Agreement and determined that the Merger Agreement and the merger are advisable, fair to and in the best interests of Imperva and its stockholders.Our Board unanimously recommends that Imperva stockholders (1) vote “FOR” the proposal to adopt the Merger Agreement, (2) vote “FOR” the compensation proposal and (3) vote “FOR” the adjournment proposal.See the section of this proxy statement captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger”. Imperva stockholders should carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger. In addition, Imperva stockholders are directed to the Merger Agreement, which is attached as Annex A to this proxy statement.

Effect of Abstentions and BrokerNon-Votes

Abstentions and shares not in attendance at the special meeting and not voted by proxy will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the compensation proposal or the adjournment proposal. If you abstain from voting on any matter, the shares represented by such proxy will be considered present at the special meeting for purposes of determining a quorum and for purposes of calculating the vote, but will not be considered to have been voted for or against the compensation proposal and the adjournment proposal. As such, an abstention will have no effect on the vote for the compensation proposal and adjournment proposal. Because brokerage firms, banks, trusts or other nominees holding shares of our common stock in “street name” may not vote your shares of our common stock on the adoption of the Merger Agreement, the compensation proposal or the adjournment proposal unless you provide instructions on how to vote, your failure to provide instructions will result in your shares not being present at the meeting and not being voted on those proposals. It is very important that all of our stockholders vote their shares, so please promptly complete and return the enclosed proxy card.

Solicitation of Proxies

This proxy solicitation is being made by Imperva on behalf of our Board and will be paid for by Imperva. Our directors, officers and employees may also solicit proxies by personal interview, mail,e-mail, telephone, facsimile or other means of communication. These persons will not be paid additional remuneration for their efforts. We have also retained D.F. King & Co., Inc., a proxy solicitation firm, to assist in the solicitation of proxies for a fee of approximately $15,000 plus the reimbursement ofout-of-pocket expenses incurred by it on behalf of Imperva. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. You should not

send your stock certificates with your proxy card. A letter of transmittal with instructions for the surrender of your stock certificates, if any, will be mailed to our stockholders as soon as practicable after completion of the merger.

Stockholder List

A list of our stockholders entitled to vote at the special meeting will be available for examination by any Imperva stockholder at the special meeting. For 10 days prior to the special meeting, this stockholder list will be available for inspection by any stockholder for any purpose germane to the special meeting during ordinary business hours at our corporate offices located at 3400 Bridge Parkway, Redwood Shores, California 94065.

THE MERGER

The following discussion describes material aspects of the merger. While we believe that the following description covers the material terms of the merger, the description may not contain all of the information that may be important to you. The discussion of the merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, which is attached as Annex A to this proxy statement and incorporated by reference into this proxy statement. We encourage you to read carefully this entire proxy statement, including the Merger Agreement, for a more complete understanding of the merger.

Parties Involved in the Merger

Imperva, Inc.

3400 Bridge Parkway

Redwood Shores, California 94065

Telephone: (650)345-9000

Imperva is a leading cybersecurity company incorporated in Delaware that deliversbest-in-class solutions to protect data and applications – wherever theyreside—on-premises, in the cloud, and across hybrid environments. The company’s Incapsula, SecureSphere, and CounterBreach product lines help organizations protect websites, applications, APIs, and databases from cyberattacks while ensuring compliance. Imperva innovates using data, analytics, and insights from our experts and our community to deliver simple, effective and enduring solutions that protect our customers from cybercriminals.

Imperial Purchaser, LLC

c/o Thoma Bravo, LLC

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

Newco is a Delaware limited liability company and an indirectly controlled affiliate of Thoma Bravo. Newco was organized solely for the purpose of entering into the Merger Agreement and completing the Merger and the other transactions contemplated by the Merger Agreement. Newco has not conducted any business operations other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Imperial Merger Sub, Inc.

c/o Thoma Bravo, LLC

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

Merger Sub is a Delaware corporation and wholly owned subsidiary of Newco that was organized solely for the purpose of entering into the Merger Agreement and completing the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub has not conducted any business operations other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist as a separate corporation and Imperva will continue as the surviving corporation.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Imperva, and Imperva will continue as the Surviving Corporation and as a wholly owned subsidiary of Newco. As a result of the Merger, Imperva will become a wholly owned subsidiary of Newco, and our common stock will no longer be publicly traded and will be delisted from The Nasdaq Global Market. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware (or at such later time as Imperva and Newco may agree and specify in the Certificate of Merger).

Effect on Imperva if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Imperva will remain a stand-alone public company, our common stock will continue to be listed and traded on The Nasdaq Global Market and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Imperva operates and risks related to adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of common stock. If the Merger is not completed, our Board will continue to evaluate and review Imperva’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to our Board will be offered or that Imperva’s business, prospects or results of operation will not be adversely impacted.

In addition, Imperva will be required to pay to Newco a termination fee of up to $60,000,000 if the Merger Agreement is terminated under specified circumstances. In certain cases where such termination fee is not payable or the Merger Agreement is terminated by Newco due to Imperva’s breach or failure to perform any of its respective representations, warranties, covenants or other agreements set forth in the Merger Agreement, Imperva will be required to reimburse Newco up to $4,000,000 for expenses related to the transactions contemplated by the Merger Agreement. In no case will Newco be due both its termination fee and expense reimbursement. If Newco has collected any money for expense reimbursements, such amounts will be deducted from the termination fee when such termination fee is paid. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Expense Reimbursement.”

Merger Consideration

In the Merger, each outstanding share of common stock (other than shares owned by (1) Newco, Merger Sub or Imperva, or by any direct or indirect wholly owned subsidiary of Newco, Merger Sub or Imperva; and (2) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Per Share Merger Consideration.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights may have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding before the Delaware Court of Chancery as contemplated by Delaware law, as described below under the section of this proxy statement captioned “The Merger—Appraisal Rights”).

Background of the Merger

The following is a summary of events, meetings and discussions that are relevant to the decision of our Board to approve the Merger Agreement and recommend that our stockholders adopt the Merger Agreement.

Our Board, together with our management, has from time to time reviewed and considered various strategic and other opportunities available to Imperva to enhance and maximize stockholder value. Our Board conducted these deliberations with assistance from Imperva’s advisors, including Qatalyst Partners, a financial advisor originally engaged by our Board in 2014. These reviews have included discussions as to whether continued execution of Imperva’s strategy as a stand-alone company or a possible sale of Imperva (or one or more of Imperva’s business lines) to a third party offered the best avenue to maximize stockholder value, and the potential benefits and risks of any such course of action. From time to time, our Board and our management also held discussions with and received input from our stockholders about our business, operations, financial performance and potential strategic initiatives to maximize stockholder value.

In the summer of 2016, after we announced preliminary financial results for the second quarter of 2016 that were below our guidance (anticipated revenues of $57.5 million to $58.0 million compared to prior guidance of $65.5 million to $66.5 million, andnon-GAAP operating loss of $(6.0) million to $(6.5) million compared to $(0.3) million to $(1.3) million), received input from stockholders and held lengthy discussions and presentations by five other potential financial advisors, our Board approved a comprehensive review of strategic alternatives and authorized senior management to work with Qatalyst Partners as financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of Imperva’s business and the industry in which Imperva operates and Fenwick & West LLP (“Fenwick”) as outside legal counsel in connection with such review (and certain stockholder relations matters).

At our Board meeting on August 2, 2016, representatives of Qatalyst Partners reviewed with our Board and our management a list of strategic entities and financial sponsors identified on the basis of potential interest and financial resources required to complete a transaction.

On August 4, 2016, in connection with our earnings release for the second quarter of fiscal year 2016, we announced that our Board had initiated a comprehensive review of strategic alternatives to enhance stockholder value, which announcement garnered considerable media coverage.

Consistent with our Board’s discussion on August 2, 2016 and at our Board’s direction, from August through October 2016, representatives of Qatalyst Partners reached out to 20 strategic entities (including strategic entities referred to as Strategic Party A, Strategic Party B and Strategic Party C) and 15 financial sponsors (including Thoma Bravo and the financial sponsors referred to as Sponsor A and Sponsor B) regarding a potential acquisition of Imperva. Of the parties contacted, 13 of the strategic entities and eight of the financial sponsors declined to participate in the process or receive access to additional due diligence materials. During this period, Imperva negotiated confidentiality agreements with potential acquirers and ultimately entered into confidentiality agreements with seven strategic parties and nine financial sponsors, including Thoma Bravo, Strategic Party A, Strategic Party B, Strategic Party C, Sponsor A and Sponsor B, although two of the financial sponsors declined to participate further in the process after signing such confidentiality agreements. Each of the confidentiality agreements contained customary confidentiality provisions and all but one contained a standstill provision. The standstill restrictions in each of these agreements permitted bidders to make private proposals to our Board and provided for automatic termination upon Imperva’s announcement of entry into a definitive written agreement for an acquisition. During September 2016, 14 parties that entered into confidentiality agreements attended Imperva management presentations and received access to additional due diligence materials. Following the management meetings and ensuing discussions and due diligence review, each of the 14 parties declined to submit a proposal for a strategic transaction. At a Board meeting on October 7, 2016, our Board discussed the strategic alternatives review process with representatives of Qatalyst Partners and reviewed feedback from the parties who had declined to submit a proposal, including that the strategic parties generally

were not interested in acquiring all of Imperva’s business lines, while the financial parties generally cited valuation, transaction size and insufficient cash flows to sustain sufficient leverage ratios as their primary reasons for not pursuing a transaction. Our Board then discussed its fiduciary duties with Fenwick and, following such discussion, determined that continuing to execute Imperva’s strategy as a stand-alone company represented the best means of enhancing stockholder value, and that it would be in the best interest of Imperva’s stockholders to discontinue the active efforts toward a potential sale of the company associated with the strategic alternatives review process. On November 3, 2016, in connection with our earnings release for the third quarter of fiscal year 2016, we announced that we had concluded the strategic alternatives review process and also announced the implementation of a restructuring initiative to enhance Imperva’s profitability and competitiveness as a stand-alone company.

Periodically in 2017, Imperva received unsolicited preliminary inquiries and held initial discussions regarding a potential strategic transaction with potential partners, including financial sponsors and strategic parties. These inquiries were promptly disseminated to our Board, which met periodically to review and discuss potential strategic transactions and obtain advice from Fenwick regarding its fiduciary duties with respect to a potential sale. In connection with an unsolicited inquiry and with the authorization of our Board, Imperva provided certain due diligence materials to Sponsor B in November and December 2017 and engaged in confidential discussions about a potential strategic transaction. Representatives of Fenwick reviewed with our Board the potential use of ago-shop in connection with a potential sale transaction involving Sponsor B. However, none of the discussions with Sponsor B or other potential parties resulted in a proposal for a strategic transaction.

In November 2017, Thoma Bravo reengaged in discussions with Imperva regarding a potential strategic transaction, and on December 12, 2017, Imperva and Thoma Bravo agreed to extend the term of the confidentiality agreement previously executed during the 2016 strategic review process. Members of our management team met with representatives of Thoma Bravo in December 2017 to discuss Imperva’s business and long-term financial plans and provided other confidential information in response to due diligence requests.

On February 23, 2018, representatives of Thoma Bravo contacted Christopher Hylen, Imperva’s chief executive officer, to indicate Thoma Bravo’s continued interest in a strategic transaction and to discuss Imperva’s 2018 strategic priorities. However, Thoma Bravo did not submit a specific proposal for a strategic transaction in connection with these discussions.

On April 28, 2018, Imperva received a written proposal from Thoma Bravo in which Thoma Bravo stated its interest in acquiring Imperva for $54.50 per share in cash, subject to various assumptions, including that Imperva be on track to achieve the 2018 revenue and profitability guidance provided on its Q1 2018 earnings call on April 26, 2018, as well as confirmatory due diligence and other customary conditions (the “April 28 Proposal”). The April 28 Proposal stated that the offer was not subject to any financing contingency. The April 28 Proposal also included a proposed form of merger agreement providing, among other things, for a company termination fee equal to 4% of Imperva’s equity value, and containing customary“no-shop” provisions prohibiting Imperva from soliciting a competing proposal after the execution of the merger agreement. The April 28 Proposal also indicated that Thoma Bravo was prepared to negotiate a transaction within a three-week period and requested that Imperva agree to negotiate exclusively with Thoma Bravo during this period. The April 28 Proposal represented a premium of 20% over the April 27, 2018 closing price of our common stock of $45.35 per share. The April 28 Proposal was promptly sent to our Chairman and disseminated to the remaining members of our Board on May 3, 2018.

Our Board met on May 11, 2018 with members of our management and representatives of Fenwick in attendance, and with representatives of Qatalyst Partners also in attendance for portions in the meeting. Mr. Hylen updated our Board regarding the terms of the April 28 Proposal, and representatives of Qatalyst Partners reviewed with our Board a preliminary analysis of certain financial aspects of the April 28 Proposal. Representatives of Fenwick reviewed with our Board its fiduciary duties in the context of a potential strategic

transaction, such as the transaction contemplated by the April 28 Proposal. Our Board discussed various issues pertinent to the April 28 Proposal, including the extent of Thoma Bravo’s previous due diligence efforts, such preliminary financial analysis, potential alternative strategic partners and next steps. Our Board determined that the April 28 Proposal represented insufficient value, and that Imperva should reject the request for exclusive negotiations, but that Imperva should continue to engage with Thoma Bravo to determine whether it would be willing to pay a higher price. Our Board further determined that Imperva should explore potential interest with Strategic Party B and Strategic Party C, the two potential strategic acquirers considered to have the most potential interest, but should not initiate broader outreach to potential acquirers due to the risk of unauthorized disclosure of a possible strategic transaction, including potential disruption to Imperva’s business from such disclosure. Our Board also determined to renew Imperva’s engagement of Qatalyst Partners as its financial advisor, which had previously been terminated in January 2018, and directed Qatalyst Partners to continue discussions with Thoma Bravo and management to provide additional due diligence materials to Thoma Bravo.

Representatives of Qatalyst Partners discussed the terms of a potential strategic transaction with representatives of Thoma Bravo in a telephone conversation later on May 11, 2018. Representatives of Qatalyst Partners and our management team further discussed the terms of a potential strategic transaction with, and provided business and financial due diligence to, representatives of Thoma Bravo on May 16, 2018 and June 8, 2018. On May 14, 2018, Thoma Bravo and Imperva entered into an amended and restated confidentiality agreement to extend the term of the confidentiality agreement to May 14, 2020.

Consistent with our Board’s direction, representatives of Qatalyst Partners contacted Strategic Party B on May 14, 2018 and Strategic Party C on May 16, 2018, separately, regarding a potential strategic transaction.

Our Board met on May 21, 2018, with members of our management and representatives of Fenwick in attendance, and with representatives of Qatalyst Partners also in attendance for portions in the meeting, to discuss the status of the April 28 Proposal and discussions with other potential acquirers. Representatives of Fenwick and our chief legal officer reviewed with our Board its fiduciary duties in the context of a potential sale. Representatives of Qatalyst Partners updated our Board on the status of discussions and due diligence efforts with Thoma Bravo and other potential acquirers.

During the course of May and June 2018, members of Imperva’s management had meetings with each of Thoma Bravo, Strategic Party B and Strategic Party C. On June 6, 2018, Strategic Party C indicated that it would not be interested in pursuing an acquisition of Imperva at such time due to the size of the transaction. Representatives of Qatalyst Partners invited Thoma Bravo and Strategic Party B to submit a formal written proposal (or an updated proposal) detailing, among other things, price, funding, material terms and conditions, due diligence requirements and an anticipated timeline to consummate such an acquisition. Our Board was provided with regular updates on the discussions with these parties.

In early July 2018, at our Board’s direction, our management provided representatives of Thoma Bravo and Strategic Party B with materials summarizing Imperva’s preliminary financial results for the quarter ended on June 30, 2018, and had discussions regarding such materials, with representatives of Qatalyst Partners in attendance.

On July 9, 2018, Imperva received a revised written proposal from Thoma Bravo, providing for a purchase price of $59.00 per share in cash (the “July 9 Proposal”), which represented a premium of 19% over the July 9, 2018 closing price of our common stock of $49.60 per share, and was subject to various assumptions, including that Imperva be on track to achieve the 2018 revenue and profitability guidance provided on its Q1 2018 earnings call on April 26, 2018. The July 9 Proposal was promptly disseminated to our Board. Also on that day, Strategic Party B informed representatives of Qatalyst Partners that its board of directors had determined not to proceed with a proposal to pursue a strategic transaction with Imperva because it was not interested in acquiring all of Imperva’s business lines, and because of uncertainty and volatility associated with Imperva’s transition to a subscription-based revenue model.

Our Board met on July 11, 2018, with members of our management and representatives of Fenwick in attendance, and with representatives of Qatalyst Partners also in attendance for portions in the meeting, to discuss the July 9 Proposal and the assumptions to which it was subject. Representatives of Qatalyst Partners reviewed with our Board a preliminary analysis of certain financial aspects of the July 9 Proposal, updated to reflect Imperva’s most recent operating statistics. Representatives of Fenwick reviewed with our Board its fiduciary duties in the context of a potential strategic transaction, such as the transaction contemplated by the July 9 Proposal. Our Board discussed the July 9 Proposal, including the extent of Thoma Bravo’s previous due diligence efforts, such preliminary financial analysis, potential alternative strategic partners and next steps. Our Board reviewed the July 9 Proposal in light of the assumptions to which it was subject, and determined that Imperva should continue to engage with Thoma Bravo.

On July 20, 2018, our management and representatives of Qatalyst Partners met with representatives of Thoma Bravo to discuss further due diligence inquiries.

Our Board met on July 24, 2018, with members of our management and representatives of Fenwick in attendance, to discuss operational, financial and strategic matters, including the acquisition of Prevoty, Inc. and Imperva’s strategic alternatives. During the meeting, the independent members of our Board met in executive session and discussed the terms of Thoma Bravo’s most recent proposal with representatives of Fenwick.

On July 26, 2018, Imperva announced its earnings for the quarter ended on June 30, 2018. While earnings were higher than Imperva’s guidance, revenue was below guidance. Imperva also announced a $20 million downward adjustment to the midpoint of its revenue guidance for fiscal year 2018. In addition, on July 26, 2018, Imperva announced that it had entered into a definitive agreement to acquire Prevoty, Inc., for aggregate consideration of approximately $140 million in cash, subject to potential working capital and other adjustments. On the day following these announcements, our common stock closed at $47.85 per share, representing a decrease of approximately 16% from the closing price of $56.70 per share on July 26, 2018.

Our Board met on August 1, 2018, with members of our management and representatives of Fenwick in attendance, and with representatives of Qatalyst Partners also in attendance for portions in the meeting, to discuss updates regarding prior communications with various parties considering a strategic transaction with Imperva, including the July 9 Proposal, in light of Imperva’s earnings for the quarter ended June 30, 2018 and outlook for the remainder of 2018. Representatives of Qatalyst Partners reviewed and discussed with our Board a summary of the previous review of the July 9 Proposal and potential responses. Representatives of Fenwick reviewed with our Board its fiduciary duties in the context of a potential strategic transaction, such as the transaction contemplated by the July 9 Proposal. Our Board determined that Imperva should continue to engage with Thoma Bravo and furnish due diligence materials with a view to obtaining a firm proposal.

On August 2, 2018, representatives of Qatalyst Partners discussed the July 9 Proposal with representatives of Thoma Bravo and, consistent with our Board’s direction, agreed to continued business due diligence efforts for a limited time period, so that Thoma Bravo could prepare a firm proposal. During the following three-week period, members of our management team and representatives of Qatalyst Partners responded to supplemental due diligence requests and furnished access to additional business diligence materials.

Our Board met on August 24, 2018, with members of our management and representatives of Fenwick in attendance, and with representatives of Qatalyst Partners also in attendance for portions in the meeting. Mr. Hylen updated our Board on the status of discussions with Thoma Bravo and the progress of business and financial diligence efforts. Our Board reviewed and discussed Imperva’s long-term financial plan, including a review of our management’s draft financial model and projections and underlying assumptions. Our management finalized these projections on August 29, 2018 (other than with respect to projections for calendar year 2022, which our management finalized on October 6, 2018). We refer to such finalized projections as the “Management Projections,” as discussed further in the section of this proxy statement captioned “The Merger—Projections.”

On August 27, 2018, members of our management team and Qatalyst Partners met in person with representatives of Thoma Bravo and gave a presentation regarding Imperva’s operations, business strategy and draft long-term financial model (as discussed further in the section of this proxy statement captioned “The Merger—Projections”). Our management and representatives of Qatalyst Partners discussed related business and financial due diligence questions with representatives of Thoma Bravo infollow-up telephone conversations on August 30 and August 31, 2018.

with our Board other potential acquirers that Imperva considered to date as potential counterparties to a strategic transaction, including Strategic Party A, Sponsor A and Sponsor B. Representatives of Fenwick discussed the terms of the September 14 Proposal with our Board, including Imperva’s ability under the proposedgo-shop provision to conduct a market check after the public announcement of an acquisition by Thoma Bravo. Following discussion, our Board authorized Qatalyst Partners to make a counterproposal to Thoma Bravo, providing for a purchase price of $57.50 per share, among other revised terms, in order to agree to engage on an exclusive basis with Thoma Bravo (the “September 17 Counterproposal”).

that Imperva’s earnings and revenue for the third quarter of 2018 were expected to beat guidance, but that bookings would miss management’s estimates, particularly with respect to subscription bookings.

On October 4, 2018, Thoma Bravo and Imperva executed a letter agreement extending the exclusivity period to 11:59 p.m. Pacific time on October 10, 2018 to permit sufficient time to complete due diligence efforts and negotiations between the parties.

closing price of our common stock of $43.06 per share. Following the meeting, representatives of Qatalyst Partners conveyed the October 8 Counterproposal to representatives of Thoma Bravo, and Fenwick provided Kirkland with comments on the debt commitment letter as well as a revised draft of the merger agreement reflecting the October 8 Counterproposal.

On October 9, 2018, representatives of Thoma Bravo informed Qatalyst Partners that Thoma Bravo proposed a purchase price of $55.75 per share in cash (the “October 9 Proposal”), which proposal was promptly

On October 13, 2018, Sponsor A submitted anon-binding written proposal to purchase all of Imperva’s outstanding stock at a purchase price of $56.25 per share in cash, subject to confirmatory due diligence and other customary conditions. The proposal was promptly disseminated to our Board. Representatives of Sponsor A met with members of our management team and representatives of Qatalyst Partners on October 15, 2018 to discuss business and financial due diligence, and Imperva’s business strategy and long-term financial plan. Members of our management team held afollow-up telephonic meeting on October 16, 2018 with representatives of Sponsor A to discuss additional business and financial due diligence questions.

In evaluating the Merger Agreement and the transactions contemplated thereby, our Board consulted with Imperva’s outside legal counsel, financial advisor and senior management. In recommending that our stockholders vote in favor of adoption of the Merger Agreement, our Board considered numerous positive factors relating to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including the following material factors (which factors are not necessarily presented in order of relative importance):

General Business Considerations. Our Board considered Imperva’s background, recent operating history and current position in the marketplace in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:

Portions of this explanation of the reasons for the Merger and other information presented in this section areforward-looking in nature and, therefore, should be read in light of the section titled“Forward-Looking Statements.”

Our Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to the holders of our Common Stock.

Fairness Opinion of Qatalyst Partners LP

Imperva retained Qatalyst Partners to act as financial advisor to our Board in connection with a potential transaction such as the Merger and to evaluate whether the merger consideration of $55.75 per share in cash to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of our common stock (other than Newco or any affiliates of Newco), was fair, from a financial point of view, to such holders. Imperva selected Qatalyst Partners to act as Imperva’s financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation, its knowledge of Imperva’s business and the industry in which Imperva operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy

Qatalyst Partners was advised by Imperva’s management, and Qatalyst Partners assumed, that the Management Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Imperva of the future financial performance of Imperva and other matters covered thereby. Qatalyst Partners assumed that the Merger will be consummated in accordance with the terms set forth in the Draft Merger Agreement, without any modification, waiver or delay. Qatalyst Partners also assumed that the final executed merger agreement will not differ in any material respect from the Draft Merger Agreement reviewed by Qatalyst Partners. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Imperva or the contemplated benefits expected to be derived in the proposed Merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Imperva or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of Imperva as to the existing and future technology and products of Imperva and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by Qatalyst Partners’ opinion committee in accordance with its customary practice. Qatalyst Partners’ opinion does not

Selected Companies Analysis

Qatalyst Partners compared selected financial information and public market multiples for Imperva with publicly available information and public market multiples for selected companies. The companies used in this comparison are listed below, and were selected by Qatalyst Partners in its professional judgment, based on factors including, among other things, that they are publicly traded companies in similar lines of business to Imperva, having a similar business model, having similar financial performance, or having other relevant or similar characteristics.

Note:“In-the-money” convertible debt is assumed to be net share settled. Multiples greater than 50x or negative were considered not meaningful and noted as dashes.

Based upon research analyst consensus estimates for calendar year 2019, and using the closing prices as of October 8, 2018 for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied fully-diluted enterprise value divided by the estimated consensus revenue for calendar year 2019 (the “CY2019E Revenue Multiples”) for each of the selected companies.

The CY2019E Revenue Multiple for Imperva was 3.5x based on the Analyst Projections, and the fully-diluted enterprise value of Imperva was calculated using the closing price of Imperva as of October 8, 2018.

implied fully-diluted equity value divided by the estimated consensus levered free cash flow for calendar year 2019 (the “CY2019E Levered FCF Multiples”) for each of the selected companies.

The CY2019E Levered FCF Multiple for Imperva was 17.7x based on the Analyst Projections, and the fully-diluted equity value of Imperva was calculated using the closing price of Imperva as of October 8, 2018.

Based on an analysis of the CY2019E Levered FCF Multiples for each of the selected companies, Qatalyst Partners selected a representative range of 17.5x to 25.0x and applied this range to Imperva’s estimated calendar year 2019 levered free cash flow based on each of the Analyst Projections and the Management Projections. Based on the Fully Diluted Shares, this analysis implied a range of per share values for our common stock of approximately $42.42 to $60.45 based on the Analyst Projections and approximately $37.57 to $53.57 based on the Management Projections.

No company included in the selected companies analysis is identical to Imperva. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Imperva, such as the impact of competition on Imperva’s business and the industry in general, industry growth and the absence of any material adverse change in Imperva’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Selected Transactions Analysis

Qatalyst Partners compared 34 selected public software transactions announced between January 2010 and October 2018, which were selected by Qatalyst Partners in its professional judgment based on factors including, among other things, the industry in which the parties operate, business model and size of transaction. These transactions are listed below:

For each of the transactions listed above, Qatalyst Partners reviewed, among other things, the implied fully-diluted enterprise value of the target company as a multiple of (a) the revenue of the target company for the last twelve-month period (“LTM Revenue Multiple”), and (b) the revenue of the target company for the next-twelve month period (“NTM Revenue Multiple”), as reflected in certain publicly available financial statements, research analyst reports and press releases.

Analyst Projections as of October 8, 2018. Based on the Fully Diluted Shares, this analysis implied a range of per share values for our common stock of approximately $36.72 to $49.98.

No company or transaction utilized in the selected transactions analysis is identical to Imperva or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to general business, market and financial conditions and other matters, many of which are beyond Imperva’s control, such as the impact of competition on Imperva’s business or the industry generally, industry growth and the absence of any material adverse change in Imperva’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

Miscellaneous

In connection with the review of the Merger by our Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Imperva. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Imperva’s control. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the merger consideration of $55.75 per share in cash to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of our common stock (other than Newco or any affiliates of Newco), to such holders. This analysis does not purport to be an appraisal or to reflect the price at which the common stock might actually trade at any time.

Qatalyst Partners’ opinion and its presentation to our Board was one of many factors considered by our Board in deciding to approve the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of our Board with respect to the merger consideration of $55.75 per share in cash to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of our common stock (other than Newco or any affiliates of Newco) or of whether our Board would have been willing to agree to different consideration. The Merger Consideration of $55.75 per share in cash payable in

Other than as set forth below, during thetwo-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Imperva or Newco pursuant to which compensation was received by Qatalyst Partners or its affiliates; however, Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Imperva or Newco and their respective affiliates for which Qatalyst Partners would expect to receive compensation.

Pursuant to a letter agreement, dated as of March 18, 2014, as amended by a letter agreement, dated as of July 8, 2016, Qatalyst Partners provided Imperva with financial advisory services and in connection therewith earned and received $350,000 for such financial advisory services during the pasttwo-year period. In addition, pursuant to a letter agreement, dated as of November 27, 2017, and reaffirmed on May 14, 2018. Qatalyst Partners provided Imperva with financial advisory services in connection with the proposed Merger for which it will be paid approximately $32 million, $4,000,000 of which was payable upon the delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the consummation of the Merger. Imperva has also agreed to reimburse Qatalyst Partners for its reasonable expenses incurred in performing its services. Imperva has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under federal securities law, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Management Projections

Imperva does not, as a matter of course, publicly disclose projections as to its future financial performance beyond the current fiscal year and generally does not make public projections for extended periods due to, among other things, the inherent difficulty of predicting financial performance for future periods. However, in connection with our Board’s review of strategic alternatives and specifically the Merger, management prepared and provided to our Board certain forecasts and operating data of Imperva for the remainder of fiscal year 2018 and fiscal years 2019 through 2022, reasonably prepared by our management on bases reflecting the best currently available estimates and judgements of our management of our future financial performance and other matters covered thereby, which projections were also made available to representatives of Qatalyst Partners for purposes of rendering its fairness opinion to our Board and performing its related financial analyses (the “Management Projections”). The Management Projections were the only financial forecasts with respect to Imperva provided by Imperva for use by Qatalyst Partners in performing its financial analyses during our Board’s review of the Merger and delivering its opinion described in the section of this proxy statement captioned “The Merger—Opinion of Imperva’s Financial Advisor”. The Management Projections (other than for fiscal year 2022) were also made available to Thoma Bravo and other strategic and financial participants in the strategic alternatives review process in connection with their due diligence review.

The Management Projections were not prepared with a view to public disclosure and are included in this proxy statement only because the Management Projections were made available to Thoma Bravo and other participants in the strategic review process in connection with their due diligence review of Imperva, and made available to Qatalyst Partners for use in connection with its financial analyses as described in this proxy statement. The Management Projections were not prepared with a view to compliance with (1) GAAP, (2) the published guidelines of the SEC regarding projections and forward-looking statements; or (3) the guidelines

Management Projections do not give effect to the Merger and the other transactions contemplated by the Merger Agreement or any changes to our operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement. Furthermore, the Management Projections do not take into account the effect of any failure of the transactions contemplated by the Merger Agreement to be completed and should not be viewed as accurate or continuing in that context. Although a summary of the Management Projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by Imperva management that they believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to Imperva management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Management Projections not to be achieved include general economic conditions, Imperva’s ability to achieve forecasted sales, the accuracy of certain accounting assumptions, changes in actual or projected cash flows and competitive pressures. In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. The Management Projections cover multiple years, and such information by its nature becomes less reliable with each successive year. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that our Board, Imperva, Qatalyst Partners or any of their respective affiliates or representatives or any other recipient of this information considered, or now considers, the Management Projections to be predictive of actual future results. The summary of the Management Projections is not included in this proxy statement in order to induce any stockholder to vote in favor of the proposal to adopt the Merger Agreement or any of the other proposals to be voted on at the special meeting. We do not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Management Projections are shown to be in error or no longer appropriate.In light of the foregoing factors and the uncertainties inherent in the Management Projections, stockholders are cautioned not to place undue reliance (if any) on the Management Projections included in this proxy statement.

The Management Projections and the accompanying tables contain certainnon-GAAP financial measures, including billings,non-GAAP operating income and unlevered free cash flow, which Imperva believes are helpful in understanding its past financial performance and future results. Thenon-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with Imperva’s consolidated financial statements prepared in accordance with GAAP. Imperva’s management regularly uses Imperva’s supplementalnon-GAAP financial measures internally to understand and manage the business and forecast future periods. Reconciliations ofnon-GAAP financial measures to comparable GAAP measures are not provided. There is inherent difficulty and uncertainty in estimating or predicting the various components of each of net income and net cash provided by operating activities, which components could significantly impact that financial measure. In addition, when planning, forecasting and analyzing future periods, Imperva does so primarily on anon-GAAP basis without preparing a GAAP analysis, as that would require estimates for various reconciling items that would be difficult to predict with reasonable accuracy. As a result, the Company does not believe that a GAAP reconciliation to forward-lookingnon-GAAP financial measures would provide meaningful supplemental information about the Company’s outlook.

Imperva—Management Projections

Company Projections

As noted above, the plans and projections reflect numerous estimates and assumptions made with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to our business, all of which are difficult to predict and many of which are beyond our control.

Interests of Imperva’s Directors and Executive Officers in the Merger

When considering the recommendation of our Board that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. Our Board was aware of and considered these interests to the extent that they existed at the time, among other matters, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders.

Arrangements with Newco

As of the date of this proxy statement, none of our executive officers or members of our Board has entered into any agreement with Newco or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to or following the closing of the Merger (but not prior to Imperva and Thoma Bravo arriving at the $55.75 Per Share Merger Consideration), certain of our executive officers may have discussions, or may enter into agreements with, Newco or Merger Sub or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Imperva would be permitted by applicable law. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and Newco will cause the certificate of incorporation, bylaws (and other organizational documents) of the Surviving Corporation and its subsidiaries to (1) honor and fulfill in all respects the obligations of Imperva and its subsidiaries under the DGCL, their respective organizational documents and any and all indemnification agreements between Imperva or any of its subsidiaries, on the one hand, and the current or former directors or officers of Imperva or Imperva’s subsidiaries, on the other hand (including any person that becomes a director or officer of Imperva or its subsidiaries prior to the Effective Time) and (2) include in the certificates of incorporation and bylaws (and similar organizational documents) of Imperva and its subsidiaries provisions with respect to indemnification, exculpation and the advancement of expenses and limitation of director and officer liability that are at least as favorable to the current or former directors and officers of Imperva and its subsidiaries as those set forth in Imperva’s and its subsidiaries’ organizational documents as of the date of the Merger Agreement. The Surviving Corporation and its subsidiaries will not, for a period of six years from the Effective Time, amend, repeal or otherwise modify these provisions in the organizational documents in any manner except as required by applicable law.

The Merger Agreement also provides that prior to the Effective Time, Imperva may purchase a six year prepaid “tail” policy of officers and directors liability insurance. If Imperva does not purchase a “tail” policy prior to the Effective Time, for at least six years after the Effective Time, Newco will cause the Surviving Corporation and its other subsidiaries to maintain in full force and effect, on terms and conditions no less advantageous to the current or former directors and officers of Imperva and its subsidiaries, the existing directors’ and officers’ liability insurance and fiduciary insurance maintained by Imperva as of the date of the Merger Agreement. The “tail” policy will cover claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated in the Merger Agreement. The obligation of Newco or the Surviving Corporation, as applicable, is subject to an annual premium cap of 300% of the aggregate annual premiums currently paid by Imperva for such coverage for its last full fiscal year. For more information, see the section of this proxy statement captioned “The Merger Agreement — Indemnification and Insurance.”

Treatment of Equity-Based Awards

As a result of the Merger, the treatment of Company Options, RSUs and PRSUs that are outstanding immediately prior to the Effective Time will be as follows:

Treatment of Stock Options

As of October 26,November 23, 2018, there were 606,265552,719 outstanding stock options with an exercise price less than $55.75 per share, of which 141,858 were held by our directors and executive officers. To the extent not exercised prior to the Effective Time, each outstanding vested Company Option (including any Company Option that vests in connection with the Merger) will be cancelled at the Effective Time and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the Option Consideration, to be paid as soon as practicable (and in no event more than 10 business days) following the Closing.

Each unvested Company Option outstanding as of immediately prior to the Effective Time (and that will not vest in connection with the Merger) will be cancelled at the Effective Time and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding tax), equal to the Contingent Option Consideration. The Contingent Option Consideration will be subject to the same

Each outstanding Company Option (whether vested or unvested) with an exercise price per share equal to or greater than $55.75 per share will be cancelled without consideration upon the Effective Time.

Treatment of Restricted Stock Units and Performance-Based Restricted Stock Units

As of October 26,November 23, 2018, there were 2,184,6122,013,826 outstanding RSUs (excluding PRSUs) and 280,188 PRSUs (assuming the maximum level of achievement), of which 206,673202,985 RSUs and 202,788 PRSUs were held by our directors and executive officers.

Each vested RSU that is outstanding as of immediately prior to the Effective Time (including any RSU that becomes a vested RSU in connection with the Merger) will be cancelled at the Effective Time and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the RSU Consideration, to be paid as soon as practicable (and in no event more than 10 business days) following the Closing; provided that any payment in respect of any vested RSU shall be made in compliance with Section 409A.

Each unvested RSU (including each PRSU for which performance has been achieved and which remains subject to time-based vesting) that is outstanding immediately prior to the Effective Time (and that will not vest in connection with the Merger), will be cancelled at the Effective Time and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding) equal to the Contingent RSU Consideration. The Contingent RSU Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the original vesting conditions applicable to the underlying unvested RSU. As soon as practicable (and in no event more than the later of (x) 10 business days and (y) the next regularly scheduled payroll of the Surviving Corporation) following satisfaction of the original vesting conditions, the applicable portion of the Contingent RSU Consideration will be paid without interest and less any required withholding taxes; provided that any payment in respect of any unvested RSU shall be made in compliance with Section 409A.

For each PRSU outstanding as of immediately prior to the Effective Time, the level of achievement of the applicable performance metrics will be determined by the Company or a committee thereof in accordance with the Company equity incentive plan and the applicable PRSU agreement (provided, however, that such level of achievement shall not exceed the greater of (1) target performance and (2) the actual achievement of the performance goals attributable to such PRSUs) as of immediately prior to the Effective Time and, upon such determination, the resulting earned and vested PRSUs, if any, will be treated as vested RSUs and the resulting earned PRSUs that remain subject to time-based vesting conditions will be treated as unvested RSUs pursuant to the paragraphs above. Any PRSUs for which performance is not achieved as of immediately prior to the Effective Time will be forfeited for no consideration upon the Effective Time pursuant to the terms of the PRSUs. Additional information about the PRSUs can be found in the section of this proxy statement captioned “The Merger—Agreements and Arrangements with Executive Officers and Directors of Imperva—Treatment of PRSUs.”

Section 102 Securities

The Option Consideration payable with respect to Section 102 Options, the RSU Consideration payable with respect to Section 102 RSUs and the consideration payable with respect to the Section 102 Shares shall be paid (either directly or indirectly) to Imperva’s Section 102 Trustee for the benefit of the beneficial owners thereof, who shall pay out the 102 Amounts, as applicable, and withhold the applicable tax either directly or through Imperva’s applicable Israeli Subsidiary.

to (1) restrict participants in the ESPP from increasing their respective rates of deductions and purchases (includingnon-payroll contributions); (2) provide that no individual who is not participating in the ESPP as of the date of the Merger Agreement may commence participation in the ESPP; (3) provide that no offering period under the ESPP will be commenced after the date of the Merger Agreement; (4) provide that the offering period under the ESPP that is in effect as of the date of the Merger Agreement will end on the earlier of immediately prior to the Effective Time and the last day of such offering period and all outstanding purchase rights under the offering period in effect as of the date of the Merger Agreement shall automatically be exercised in accordance with the terms of the ESPP; and (5) terminate the ESPP, effective as of the date immediately prior to the date of the Effective Time. The currentfinal offering period under the ESPP endsended on November 15, 2018.

Agreements or Arrangements with Executive Officers and Directors of Imperva

Transitional Service Period. As of the date of this proxy statement, it is anticipated that Mike Burns, our Chief Financial Officer, and Trâm Phi, our Chief Legal Officer and Chief of Staff, will provide transition services to the Company for approximately 90 days following the Closing, during which time Ms. Phi and Mr. Burns will continue to receive their current base salary and be entitled to receive a pro-rata portion of their target bonus, and will terminate employment upon completion of these transition services. At the Closing, Mr. Burns and Ms. Phi will be entitled to the benefits provided by our Change in Control Plan subject to a release of claims, as described below under “Agreements or Arrangements with Executive Officers and Directors of Imperva—Change in Control Plan.”

Change in Control Plan

The Company has adopted a change in control plan (the “Change in Control Plan”) in which each of Mr. Hylen, Mr. Burns and Ms. Phi participates. Each executive officer was required to opt into the Change in Control Plan and to waive any existing severance arrangements with Imperva that would otherwise be triggered by a change in control or similar transaction in order to participate in the Change in Control Plan.

Under the Change in Control Plan, upon a termination of the executive officer’s employment other than for “cause” or the resignation of the executive officer for “good reason” within the period commencing three months prior to a change in control and ending 12 months following a change of control, each participating executive officer will be entitled to the following benefits, subject to the executive officer’s execution andnon-revocation of a release of claims in favor of Imperva: (1) a lump sum cash payment equal to the sum of (x) the executive’s annual base salary and (y) the executive’s target annual bonus for the year in which the termination or resignation occurs, payable within 60 days following such termination or resignation of employment; (2) reimbursement by Imperva of up to 12 months of COBRA premiums to continue health insurance coverage for the executive officer and such executive officer’s eligible dependents; and (3) full acceleration of all outstanding equity awards (including acceleration of any Contingent Option Consideration and Contingent RSU Consideration following the Effective Time), with any outstanding PRSUs (that have not yet been converted into time-based RSUs or Contingent RSU Consideration) to accelerate at the greater of target or the then level of achievement.

The Change in Control Plan also provides that in the event any amounts provided for in the Change in Control Plan or otherwise payable to an executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code, and could be subject to the related excise tax, the executive officer will 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 officer. As noted in the section of this proxy statement captioned “The Merger—Employee Benefits,” Imperva is permitted to accelerate certain equity awards held by Mr. Hylen (relating to no more than 15,000 shares) and Mr. Burns (relating to no more than 900 shares) to mitigate certain tax impacts of Section 280G. No decisions have been made with respect to any such acceleration as of the date of this proxy statement.

As noted above, each executive officer must timely execute and not revoke a release of claims in favor of Imperva to receive payments under the Change in Control Plan. The form of release agreement includes a one-year post-termination non-solicitation covenant and a non-disparagement covenant.

The merger will constitute a change in control for purposes of the Change in Control Plan and the Change in Control Plan will terminate automatically one year and one day after the Merger, or, if later, when all benefits payable under the Change in Control Plan are paid.

Hylen Offer Letter

Mr. Hylen has entered into an offer letter with Imperva pursuant to which he is eligible for certain payments and benefits upon an involuntary termination of his employment under specified circumstances. However, the Change in Control Plan (and not Mr. Hylen’s offer letter) will govern upon a qualifying termination of Mr. Hylen’s employment in connection with the Merger, as described above in “Agreements or Arrangements

officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. The other named executive officers included in the proxy statement for our 2018 annual meeting of stockholders are no longer employed with Imperva and are not entitled to any compensation that is based on or otherwise relates to the Merger and such former employees are therefore not included in the table below.

The consideration for unvested RSUs (including PRSUs) is equal to the Contingent RSU Consideration. As mentioned above, none of the named executive officers hold unvested Company Options.

either are currently vested or that are currently unvested and could be subject to vesting in connection with the Merger as described above in the section of this proxy statement captioned “The Merger—Agreements and Arrangements with Executive Officers and Directors of Imperva,” assuming that the Effective Time occurs on January 7,10, 2019. Note that Sunil Nagdev isnone of the onlyapplicable former executive officerofficers or directors of Imperva and Charles Giancarlo is the only former director of Imperva who continued to hold shares of common stock or equity awards in Imperva as of October 26,November 23, 2018 (based on information available to Imperva as of the date of this proxy statement) and therefore none of the other applicable former executive officers or directors are included in the table below. The table also sets forth the values of these shares and equity awards based on a price of $55.75 per share (minus the

Pursuant to the voting agreements, the Company directors, executive officers and certain other officers have agreed to waive appraisal rights.

Restrictions on Transfer; Other Actions

Under the voting agreements, the Company’s directors, executive officers and certain other officers have agreed that until the termination of the voting agreements, they will not:

Financing of the Merger

We anticipate that the total amount of funds necessary to complete the Merger and the related transactions will be approximately $2.1 billion, which will be funded via equity financing and debt financing described below, as well as cash on our balance sheet. This amount includes the funds needed to (1) pay stockholders the amounts due under the Merger Agreement; and (2) make payments in respect of our outstanding equity-based awards pursuant to the Merger Agreement.

Although the obligation of Newco and Merger Sub to consummate the Merger is not subject to any financing condition, the Merger Agreement provides that, without Newco’s agreement, the closing of the Merger

Merger Sub with the necessary financial information regarding Imperva and (4) taking all corporate, limited liability or other organizational actions reasonably requested by Newco to consummate the debt financing. If the Merger is not completed for any reason, Newco will reimburse Imperva for any documented and reasonableout-of-pocket costs and expenses incurred in connection with Imperva’s cooperation with obtaining the debt financing.

Although the obligation of Newco and Merger Sub to consummate the Merger is not subject to any financing condition, the Merger Agreement provides that, without Newco’s agreement, the closing of the Merger will not occur earlier than the first business day after the expiration of the marketing period, which is the first period of 15 consecutive business days after the expiration of thego-shop period and beginning on the date that Newco has received certain required financial information from Imperva in order to market the debt offering used to finance the Merger (however, if at any time during such 15 consecutive business days, any additional information required by Newco’s debt commitment letter becomes required financial information due to the passage of time, the delivery of such additional information will not terminate or restart the marketing period). Notwithstanding the foregoing, (1) if such marketing period has not been completed on or prior to December 21, 2018, such period will not be deemed to have commenced until January 3, 2019 and (2) each of November 21, 2018, November 22, 2018, November 23, 2018, January 21, 2019 and February 18, 2019 will not constitute a business day for purposes of the marketing period, provided further that the marketing period may be delayed, suspended or restarted in the event that Imperva’s financial statements constituting the required financial information are restated or audit opinions with respect thereto are revoked.

Limited Guaranty

Pursuant to the Limited Guaranty by Thoma Bravo Fund XIII, L.P. (“Guarantor”), the Guarantor has agreed to, in the aggregate, guarantee the due and punctual observance, performance and discharge of payment of certain

Closing and Effective Time

The closing of the Merger will take place no later than the second business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the Merger (as described under the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions. However, if the marketing period (as described under the section of this proxy statement captioned “The Merger Agreement—Marketing Period”) has not ended at the time of the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing), then the closing will occur on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (1) a business day before or during the marketing period as may be specified by Newco on no less than two business days’ prior written notice to Imperva; and (2) the first business day after the expiration of the marketing period.

Appraisal Rights

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement, who properly demand appraisal of their shares and who continuously hold such shares through the Effective Time of the Merger may be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as

from time to time during such period; provided, however, that at any time before the Delaware Court of Chancery enters judgment in the appraisal proceeding, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case any such interest will accrue after the time of such payment only on the amount that equals the sum of (1) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery and (2) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Imperva’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any holder of shares of common stock who wishes to exercise appraisal rights or who wishes to preserve such holder’s right to do so should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement (without interest). Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Imperva believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the special meeting may constitute a waiver of appraisal rights.

Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock should be executed by or on behalf of the holder of record and must reasonably inform Imperva of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of shares of common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all Imperva stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and holders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of common stock. Accordingly, any holders of shares of common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of common stock within the time and in the manner prescribed in Section 262. The failure of a holder of common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the Effective Time, any holder of shares of common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving

Court of Chancery will determine the “fair value” of the shares of common stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, the Surviving Corporation has the right, at any point prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each stockholder seeking appraisal. If the Surviving Corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (1) the difference, if any, between the amount paid by the Surviving Corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery and (2) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. InWeinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in

stockholder’s certificates of stock to the Delaware Register in Chancery, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights or that neither of the ownership thresholds is met. The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the Surviving Corporation to the stockholders entitled thereto. Payment will be made to each such stockholder, in the case of holders of uncertificated stock, forthwith, and in the case of holders of shares represented by certificates, upon the surrender to the Surviving Corporation of the certificate(s) representing such stock. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts,

holders who hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

The receipt of cash by a U.S. Holder in exchange for shares of common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of

Information Reporting and Backup Withholding

Information reporting and backup withholding (at a rate of 24%) may apply to proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding onIRS Form W-9 (or a substitute or successor form), (2) aNon-U.S. Holder that provides a certification of such holder’s foreign status on the appropriate series of IRS FormW-8 (or a substitute or successor form), or (3) a holder that otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Each holder should consult such holder’s own tax advisor regarding the information reporting and backup withholding tax rules.

Foreign Competition Laws

Consummation of the Merger is conditioned on approval under, or filing of notices pursuant to, the competition laws and other foreign investment laws of Austria and Australia as follows:

Austrian Antitrust Laws. Under the Austrian Cartel Act, the Merger may not be completed until the expiration of a four-week waiting period following the filing of a notification with the Austrian Federal Competition Authority (“FCA”), unless the waiting period is terminated early. The parties filed such notification

THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you.The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement. Capitalized terms used in this section but not defined in this proxy statement have the meaning ascribed to them in the Merger Agreement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Imperva, Newco and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Newco and Merger Sub by Imperva in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk between Imperva, Newco and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Imperva, Newco or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Imperva, Newco and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Imperva, our business, Newco or Merger Sub. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Imperva and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will be merged with and into Imperva, with Imperva becoming a wholly owned subsidiary of Newco and (2) the separate corporate existence of Merger Sub will thereupon cease. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of Imperva and Merger Sub, and all of the debts, liabilities and duties of Imperva and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

The parties will take all necessary action to ensure that, effective as of, and immediately following, the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub at the Effective Time, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified. From and after the Effective Time, the officers of Merger Sub at the Effective Time will be the officers of the Surviving Corporation, until their

successors are duly appointed. At the Effective Time, the certificate of incorporation of Imperva as the Surviving Corporation will be amended to read substantially identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended.

Closing and Effective Time

Closing will take place no later than the second business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at the closing) or such other time agreed to in writing by Newco and Imperva, except that if the marketing period (described below under the caption “The Merger Agreement — Marketing Period”) has not ended as of the time described above, Closing will occur following the satisfaction or waiver of such conditions on the earlier of (1) a business day before or during the marketing period as may be specified by Newco on no less than two business days’ notice to Imperva and (2) the first business day after the expiration of the marketing period. Concurrently with Closing, the parties will file a Certificate of Merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the Certificate of Merger, or at such later time as is agreed by the parties and specified in the Certificate of Merger.

Marketing Period

The marketing period means the first period of 15 consecutive business days after the expiration of thego-shop period and beginning on the date that Newco has received certain required financial information from Imperva in order to market the debt offering used to finance the Merger (however, if at any time during such 15 consecutive business days, any additional information required by Newco’s debt commitment letter becomes required financial information due to the passage of time, the delivery of such additional information will not terminate or restart the marketing period). Notwithstanding the foregoing, (1) if such marketing period has not been completed on or prior to December 21, 2018, such period will not be deemed to have commenced until January 3, 2019 and (2) each of November 21, 2018, November 22, 2018, November 23, 2018, January 21, 2019 and February 18, 2019 will not constitute a business day for purposes of the marketing period, provided further that the marketing period may be delayed, suspended or restarted in the event that Imperva’s financial statements constituting the required financial information are restated or audit opinions with respect thereto are revoked.

Merger Consideration

Common Stock

At the Effective Time, each outstanding share of our common stock (other than shares owned by (1) Newco, Merger Sub or Imperva, or by any direct or indirect wholly owned subsidiary of Newco, Merger or Imperva and (2) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Per Share Merger Consideration (which is $55.75 per share, without interest and less any applicable withholding taxes). All shares converted into the right to receive the Per Share Merger Consideration will automatically be cancelled at the Effective Time.

Outstanding Equity Awards

As a result of the Merger, the treatment of Company Options, RSUs and PRSUs that are outstanding immediately prior to the Effective Time will be as follows:

Options

To the extent not exercised prior to the Effective Time, each outstanding vested Company Option (including any Company Option that vests in connection with the Merger) will be cancelled and converted into the right to

receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the Option Consideration, to be paid as soon as practicable (and in no event more than 10 business days) following the Closing.

Each unvested Company Option outstanding as of immediately prior to the Effective Time (and that will not vest in connection with the Merger) will be cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding tax), equal to the Contingent Option Consideration. The Contingent Option Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the Original Vesting Conditions. The Option Consideration will be paid in a cash payment without interest and less any required holding taxes as soon as practicable (and in no event more than the later of (x) 10 business days and (y) the next regularly scheduled payroll of the Surviving Corporation) following satisfaction of the Original Vesting Conditions.

Each outstanding Company Option with an exercise price per share equal to or greater than $55.75 per share will be cancelled without consideration upon the Effective Time.

Restricted Stock Units and Performance-Based Restricted Stock Units

Each vested RSU (including each vested PRSU) outstanding as of immediately prior to the Effective Time (including any RSU that becomes a vested RSU in connection with the Merger) will be cancelled and converted into the right to receive an amount in cash (without interest and less any required withholding tax) equal to the RSU Consideration, to be paid as soon as practicable (and in no event more than 10 business days) following the Closing.

Each unvested RSU (including each unvested PRSU) outstanding immediately prior to the Effective Time (and that will not vest in connection with the Merger), will be cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding) equal to the Contingent RSU Consideration. The Contingent RSU Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the Original Vesting Conditions. As soon as practicable (and in no event more than the later of (x) 10 business days and (y) the next regularly scheduled payroll of the Surviving Corporation) following satisfaction of the Original Vesting Conditions, the applicable portion of the Contingent RSU Consideration will be paid without interest and less any required withholding taxes.

For PRSUs, the level of achievement of the applicable performance metrics will be determined by our Board (or a committee thereof) in accordance with the Company Equity Incentive Plan and the applicable PRSU agreement (provided, however, that such level of achievement will not exceed the greater of (1) target performance and (2) the actual achievement of the performance goals attributable to such PRSUs) as of immediately prior to the Effective Time, and, upon such determination, the resulting vested PRSUs and unvested PRSUs will be treated as vested RSUs and unvested RSUs respectively.

Treatment of Purchase Rights under the 2011 Employee Stock Purchase Plan

The compensation committee of our Board has taken all actions with respect to the ESPP that are necessary to provide that (1) with respect to the offering period in progress as of October 10, 2018 under the ESPP (the “Final Offering Period”), all outstanding purchase rights under the Final Offering Period will automatically be exercised, in accordance with the terms of the ESPP, upon the earlier of (x) immediately prior to the Effective Time and (y) the last day of such Offering Period (as defined in the ESPP) (the “Offering Period End Date”), and (2) the Offering Period End Date will constitute the last day of the Final Offering Period for purposes of determining the purchase price pursuant to the ESPP. Imperva will cause the amount credited to each participant’s account under the ESPP as of the Offering Period End Date to be applied to purchase the number of shares of our common stock that could be purchased with such amount on such date pursuant to the ESPP. Our

Board has taken all such actions as are required to provide that, with respect to the ESPP: (1) no individuals will be permitted to newly enroll in the ESPP following October 10, 2018, and (2) no existing participants will be permitted to increase their respective rates of deductions and purchases (including nonpayroll contributions) following October 10, 2018. Imperva will terminate the ESPP in its entirety effective as of immediately prior to the Effective Time. For the avoidance of doubt (x) Imperva will not be permitted to extend any offering period under the ESPP that is outstanding as of October 10, 2018, (y) all shares of our common stock purchased in the Final Offering Period will be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of the Merger Agreement and (z) no offering period under the ESPP will commence from and after the Offering Period End Date. The final offering period under the ESPP ended on November 15, 2018, and the corresponding purchase of shares under the ESPP was completed on that date.

Exchange and Payment Procedures

Prior to Closing, Newco will select a bank or trust company, which we refer to as the “payment agent,” to make payments of the Merger Consideration to stockholders. On the Closing Date, Newco will deposit or cause to be deposited with the payment agent cash sufficient to pay the aggregate Merger Consideration to stockholders.

Promptly following the Effective Time (and in any event within three business days), the payment agent will send to each holder of record of shares of common stock a letter of transmittal and instructions advising stockholders how to surrender stock certificates (if any) and book-entry shares in exchange for their portion of the Merger Consideration. Upon receipt of (1) surrendered certificates (or affidavits of loss in lieu thereof) or a receipt of an “agent’s message” for book-entry shares representing the shares of common stock and (2) a signed letter of transmittal and such other documents as may be required pursuant to such instructions, the holder of such shares will be entitled to receive their portion of the Merger Consideration in exchange therefor. The amount of any Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the payment agent is not claimed within one year following the Effective Time, such cash will be returned to Newco, upon demand, and any holders of common stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Newco as general unsecured creditor for payment of the Merger Consideration. Any cash deposited with the payment agent that remains unclaimed two years following the Effective Time (or such earlier date as is immediately prior to the time at which such amounts would otherwise become property of a Governmental Authority) will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.

The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. In the event any certificates have been lost, stolen or destroyed, then before such stockholder will be entitled to receive the Merger Consideration, such stockholder will have to make an affidavit of the loss, theft or destruction, and if required by Newco or the payment agent, deliver a bond in such amount as Newco or the payment agent may direct as indemnity against any claim that may be made against it with respect to such certificate.

Representations and Warranties

The Merger Agreement contains representations and warranties of Imperva, Newco and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Imperva are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to Imperva, any fact, event, violation, inaccuracy, circumstance, change or effect that, individually or when taken together with all other such facts, events, violations, inaccuracies, circumstances, changes or effects that, individually or when taken together with all other effects

that exist or have occurred prior to or at the date of determination of the occurrence of the Company Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, operations, financial condition or results of operations of Imperva and its subsidiaries taken as a whole; provided, however, that in no event will any effect directly or indirectly resulting from any of the following, either alone or in combination, and whether directly or indirectly, be taken into account when determining whether a Company Material Adverse Effect has occurred or may, would or could occur:

Notwithstanding the foregoing, if any of the first five items described in the above bullet points has or would reasonably be expected to have a materially disproportionate adverse effect on Imperva relative to other companies of a similar size operating in the industries in which Imperva and its subsidiaries conduct business, they shall not be per se excluded from a determination of whether a Company Material Adverse Effect has occurred.

In the Merger Agreement, Imperva has made customary representations and warranties to Newco and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

In the Merger Agreement, Newco and Merger Sub have made customary representations and warranties to Imperva that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, except as (1) expressly contemplated by the Merger Agreement; (2) as disclosed in the confidential disclosure letter to the Merger Agreement; or (3) approved by Newco (which approval will not be unreasonably withheld, conditioned or delayed), during the period of time between the date of the signing of the Merger Agreement and the Effective Time, Imperva will, and will cause each of its subsidiaries to:

In addition, Imperva has also agreed that, except as (1) expressly contemplated by the Merger Agreement; (2) disclosed in the confidential disclosure letter to the Merger Agreement; or (3) approved in advance by Newco in writing (which approval will not be unreasonably withheld, conditioned or delayed), during the period of time

between the date of the signing of the Merger Agreement and the Effective Time, Imperva will not, and will not permit each of its subsidiaries to, among other things:

Alternative Acquisition Proposals

For a period of 45 days following October 10, 2018 (such period, the“Go-Shop Period”), Imperva and its representatives and subsidiaries arewere permitted to:

Upon the expiration of theGo-Shop Period, Imperva and its subsidiaries will,immediately ceased and will cause their representatives to, immediately cease and causecaused to be terminated, and will not authorize or knowingly permit any of Imperva’s or its Subsidiaries’ representatives to continue, any and all existing activities, discussions or negotiations with any third party conducted prior to the expiration of theGo-Shop Period with respect to any Acquisition Proposal or Acquisition Transaction (other than with respect to each Excluded Party only for so long as such person is and remains an Excluded Party) to any physical or electronic dataroom (other than as otherwise permitted by the Merger Agreement).

From and after the expiration of theGo-Shop Period until the earlier to occur of the termination of the Merger Agreement and the Effective Time, Imperva has agreed not to, and to cause its subsidiaries and its and their respective representatives not to (other than with respect to Excluded Parties for so long as such person is and remains an Excluded Party):

Notwithstanding the restriction described above, prior to the adoption of the Merger Agreement by Imperva’s stockholders, Imperva may provide information to, and engage or participate in negotiations or substantive discussions with (1) any Excluded Party (only for so long as such person is and remains an Excluded Party) and (2) a person regarding an Acquisition Proposal if our Board determines in good faith after consultation with its financial advisor and its outside legal counsel that such proposal is a Superior Proposal or would reasonably be likely to lead to a Superior Proposal; provided that (a) our Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, (b) Imperva already has entered into, or enters into, an acceptable confidentiality agreement with such third party, (c) Imperva notifies Newco of the identity of such person and provides Newco all terms and conditions of such Acquisition Proposal (and if in written form, a copy thereof) (unless such disclosures are expressly prohibited by existing confidentiality agreements, in which case Imperva will notify Newco that is has received an Acquisition Proposal and provide Newco with a description of the withheld information), and (d) if Imperva furnishesnon-public information to the third party which Newco has not yet received, it will furnish such information to Newco contemporaneously or within 24 hours.

For purposes of this proxy statement and the Merger Agreement:

“Acquisition Proposal” means any offer, proposal or indication of interest (other than an offer or proposal by Newco or Merger Sub) relating to any Acquisition Transaction.

“Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving:

(1) any acquisition or purchase by any third party, directly or indirectly, of more than 20% of any class of outstanding voting or equity securities of Imperva, or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any third party beneficially owning more than 20% of any class of outstanding voting or equity securities of Imperva;

(2) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving Imperva and a third party pursuant to which the stockholders of Imperva immediately preceding such transaction hold less than 80% of the equity interests in the surviving or resulting entity of such transaction;

(3) any sale, lease (other than in the ordinary course of business), exchange, transfer or other disposition to a third party of more than 20% of the consolidated assets, revenue or net income of Imperva and its subsidiaries (with assets being measured by the fair market value thereof); or

(4) any combination of the foregoing.

“Excluded Party” means any third party from which Imperva or its representatives received during theGo-Shop Period a bona fide written Acquisition Proposal that: (1) remains pending as of, and has not been withdrawn prior to, the expiration of theGo-Shop Period; and (2) our Board reasonably determines in good faith, after consultation with Imperva’s financial and legal advisors, constitutes or would be reasonably likely to lead to a Superior Proposal. For the avoidance of doubt, a third party that is determined to be an Excluded Party pursuant to the foregoing will cease to be an Excluded Party at such time as our Board determines in good faith that such Excluded Party’s Acquisition Proposal no long constitutes or would no longer be reasonably likely to lead to a Superior Proposal in light of the facts and circumstances available to, or known by, our Board.

“Superior Proposal” means any written Acquisition Proposal made by a third party after October 10, 2018 that (1) was not solicited in violation of thenon-solicitation provisions of the Merger Agreement and (2) our Board determines in good faith (after consultation with its financial advisor and its outside legal counsel, and after taking into account the terms and conditions of such Acquisition Proposal, including the financial, legal, regulatory and other aspects of such Acquisition Proposal) is more favorable to Imperva’s stockholders than the transactions contemplated by the Merger Agreement and is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal (including certainty of closing) and the identity of the third party making the proposal and other aspects of the Acquisition Proposal that our Board deems relevant. For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “20%” in the definition of “Acquisition Transaction” will be deemed to be references to “(50%.”

The Board of Directors’ Recommendation; Company Board Recommendation Change

As described above, and subject to the provisions described below, our Board has made the recommendation that the holders of shares of common stock vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that our Board will not effect a company board recommendation change except as described below.

Prior to the adoption of the Merger Agreement by stockholders, our Board may not (with any action described in the following being referred to as a “company board recommendation change”):

In addition, our Board may only effect a company board recommendation change in response to a bona fide Acquisition Proposal that our Board has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal if:

Our Board may also effect a company board recommendation change upon the occurrence of an intervening event if (and only if) our Board determines (after consultation with its outside legal counsel) that the failure to effect a company board recommendation change in response to such intervening event would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, and:

For purposes of this proxy statement and the Merger Agreement, an “intervening event” means any material fact, event, change, development or circumstance occurring or arising after October 10, 2018 not known or reasonably foreseeable by our Board as of October 10, 2018, which material fact, event, change, development or circumstance becomes known to our Board prior to the requisite affirmative vote of the stockholders and that affects, or would reasonably be likely to affect, in a material manner the business, assets, properties, liabilities, results of operations or financial condition of Imperva and its subsidiaries, taken as a whole, provided that, in no event will the receipt, existence or terms of an Acquisition Proposal or Acquisition Transaction, or any inquiry, indication of interest, proposal or offer that would be reasonably likely to lead to an Acquisition Proposal or Acquisition Transaction, or the consequences thereof, constitute an intervening event.

Employee Benefits

Newco has acknowledged that a “change of control” (or similar phrase) within the meaning of the Employee Plans (as defined in the Merger Agreement), as applicable, will occur as of the Effective Time, as applicable.

As of the Effective Time, the Surviving Corporation will (and Newco will cause the Surviving Corporation to) employ the employees of Imperva and its subsidiaries who are employed as of immediately prior to the Effective Time (the “continuing employees”). For a period of one year following the Effective Time (or, if earlier, the date of termination of employment of the relevant continuing employee), the Surviving Corporation will (and Newco will cause the Surviving Corporation to) either (1) maintain for the benefit of each continuing employee the Employee Plans (as defined in the Merger Agreement) (other than equity based benefits and individual employment agreements not providing for severance) and any other employee benefit plans or other compensation (including base salary or wages, short-term incentive bonuses based on a performance period of 12 months or less and commissions, but not including equity based compensation) and severance arrangements of the Surviving Corporation or any of its subsidiaries (other than equity-based plans and individual employment agreements not providing for severance) (together, the “Company Plans”) at benefit levels that are no less than those in effect at the Imperva or its subsidiaries on October 10, 2018, and provide compensation and benefits to each continuing employee under such Company Plans, or (2) provide compensation and benefits (other than equity based benefits and individual employment agreements not providing for severance) to each continuing employee that, taken as a whole, are no less favorable in the aggregate than the compensation and benefits (other than equity based benefits and individual employment agreements not providing for severance) provided to such continuing employee immediately prior to the Effective Time (“Comparable Plans”), or (3) provide some combination of (1) and (2) above such that each continuing employee receives compensation and benefits (other than equity based benefits and individual employment agreements not providing for severance) that, taken as a whole, are no less favorable in the aggregate than the compensation and benefits (other than equity based benefits and individual employment agreements not providing for severance) provided to such continuing employee immediately prior to the Effective Time. The Surviving Corporation will (and Newco will cause the Surviving Corporation to) provide each continuing employee who incurs a termination of employment during theone-year period immediately following the Effective Time with severance benefits that are no less favorable than the severance benefits to which such employees would have been entitled with respect to such termination under the severance policies or arrangement of Imperva and its subsidiaries and employment agreements covering continuing employees as in effect immediately prior to the Effective Time.

To the extent that a Company Plan or a Comparable Plan is made available to any continuing employee on or following the Effective Time, the Surviving Corporation will (and Newco will cause the Surviving Corporation to) grant any continuing employee credit for all service with Imperva and its subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and severance pay entitlement but not including any defined benefit pension plan or similar arrangement or for any purpose under any equity or equity-based plan). However, such service need not be credited to the extent that it would result in duplication of coverage or benefits or was not credited for the same purpose with respect to such continuing employee under the analogous Employee Plan (as defined in the Merger Agreement) immediately prior to the Effective Time. In addition, (1) each continuing employee will be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by the Surviving Corporation and its subsidiaries (other than the Company Plans) (such plans, collectively, the “New Plans”) to the extent coverage under any such New Plan replaces coverage under a comparable Company Plan in which such continuing employee participates immediately before the Effective Time (such plans, collectively, the “Old Plans”), (2) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any continuing employee, the Surviving Corporation will cause all waiting periods,pre-existing condition exclusions, evidence of insurability requirements andactively-at-work or similar requirements of such New Plan to be waived for such continuing employee and his or her covered dependents to the extent waived for such person under the analogous Employee Plan immediately prior to the Closing Date, and the Surviving Corporation will cause any eligible expenses incurred by such

continuing employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be given full credit under such New Plan for purposes of satisfying all deductible, coinsurance and maximumout-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan, and (3) credit the accounts of such continuing employees under any New Plan which is a flexible spending plan with any unused balance in the account of such continuing employee under the applicable Company Plan. Any vacation or paid time off accrued but unused by a continuing employee as of immediately prior to the Effective Time will be credited to such continuing employee following the Effective Time, and will not be subject to accrual limits or other forfeitures that were not applicable as of the Effective Time.

To the extent that a continuing employee is eligible to receive an annual bonus for calendar year 2018 or quarterly bonus for the fourth quarter of calendar year 2018 (“2018 Bonuses”), payable in cash and based on Imperva’s achievement of performance criteria (1) the level of achievement of the applicable performance metrics will be determined in good faith by our Board or a committee thereof as of immediately prior to the Effective Time and (2) provided that the continuing employee remains employed by Imperva as of immediately prior to the Closing Date, the Surviving Corporation will pay (and Newco will cause the Surviving Corporation to pay) such 2018 bonuses.

Imperva and Newco or any subsidiary of Newco will use their reasonable best efforts to mitigate and/or minimize the impact of the tax consequences of Section 280G of the Code (including as a result of the Merger under all employment, severance and termination agreements, other compensation arrangement and employee plans) on any individual that is regarded as a “disqualified individual” (as such term is defined in proposed Treasury RegulationSection 1.280G-1) and in connection therewith Imperva is permitted to accelerate certain equity awards held by Mr. Hylen (relating to no more than 15,000 shares) and Mr. Burns (relating to no more than 900 shares). No decisions have been madeIt is the Company’s current intent that no such acceleration will occur for Mr. Hylen and that acceleration with respect to any such acceleration as of the date of this proxy statement.900 shares for Mr. Burns will occur prior to December 31, 2018.

Efforts to Close the Merger

Under the Merger Agreement, Newco, Merger Sub and Imperva agreed to use reasonable best efforts to take (or cause to be taken) all actions, and to do (or cause to be done), all things necessary, proper, or advisable to consummate and make effective the Merger and the other transactions contemplated thereunder, including using their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the merger and the other transactions contemplated by the Merger Agreement. Additionally, under the Merger Agreement, Newco, Merger Sub, and Imperva agreed, if and to the extent necessary to obtain clearance under the HSR Act any other antitrust laws applicable to the Merger, to (1) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, any restrictions on the activities of Newco, Merger Sub, and Imperva and (2) contest, defend and appeal any legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Merger. Furthermore, Newco and Merger Sub agreed to use their best efforts to obtain all necessary antitrust authorities in Austria and Australia and foreign investment authorities in Australia (other than amending or modifying any contractual obligations with third parties existing on October 10, 2018). Newco, Merger Sub and Imperva also agreed not to take any action that is intended to (or would reasonably be expected to have the effect of) preventing the consummation of the Merger, subjecting the filings under the HSR Act or with antitrust and foreign investment authorities in Austria and Australia to a “second request” or substantially equivalent review, or preventing (or delaying for more than 90 calendar days after the date of the Merger Agreement) receipt of necessary Australian foreign investment and antitrust approvals.

However, neither Newco, Merger Sub, nor Imperva is required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of Newco or Merger Sub (or their respective Affiliates), on the one hand, and Imperva and its

Subsidiaries, on the other hand. Additionally, neither Newco nor Merger Sub (nor their respective Affiliates) is required to take any action that, individually or in the aggregate, would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to Newco or Merger Sub (or their respective Affiliates) of completing the Merger.

Indemnification and Insurance

The Merger Agreement provides that, during the six year period commencing at the Effective Time, the Surviving Corporation and its subsidiaries will (and Newco will cause the Surviving Corporation and its subsidiaries to) (1) honor and fulfill in all respects the obligations of Imperva and its subsidiaries under the DGCL, their respective organizational documents and any and all indemnification agreements between Imperva or any of its subsidiaries, on the one hand, and the current or former directors or officers of Imperva or Imperva’s subsidiaries, on the other hand (including any person that becomes a director or officer of Imperva or its subsidiaries prior to the Effective Time), and (2) include in the certificates of incorporation and bylaws (and similar organizational documents) of Imperva and its subsidiaries provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable then those set forth in Imperva’s current certificate of incorporation and bylaws, for a period of six years from the Effective Time.

In addition, the Merger Agreement provides that, during the six year period commencing at the Effective Time, the Surviving Corporation will (and Newco must cause the Surviving Corporation to) indemnify and hold harmless each current or former director or officer of Imperva or Imperva’s subsidiaries, to the fullest extent permitted by law, from and against all costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising, directly or indirectly, out of or pertaining, directly or indirectly, to (1) any action or omission, or alleged action or omission, in such indemnified person’s capacity as a director or officer of Imperva or Imperva’s subsidiaries or other affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); and (2) any of the transactions contemplated by the Merger Agreement. The Merger Agreement also provides that the Surviving Corporation will (and Newco must cause the Surviving Corporation to) pay all fees and expenses (including fees and expenses of any counsel) as incurred by any such indemnified person in the defense of such legal proceeding.

In addition, the Merger Agreement requires Newco to cause the Surviving Corporation to maintain, on terms no less advantageous to the indemnified parties, Imperva’s directors’ and officers’ insurance policies for a period of at least six years commencing at the Effective Time. Neither Newco nor the Surviving Corporation will be required to pay premiums for such policy to the extent such premiums exceed, on an annual basis, 300% of the aggregate annual premiums currently paid by Imperva, and if the premium for such insurance coverage would exceed such amount, Newco shall be obligated to cause the Surviving Corporation to obtain the greatest coverage available for a cost equal to such amount.

For more information, please refer to the section of this proxy statement captioned “The Merger—Interests of Imperva’s Directors and Executive Officers in the Merger.”

Other Covenants

Stockholders Meeting

Imperva has agreed to take all necessary action (in accordance with applicable law and Imperva’s organizational documents) to establish a record date for, call, give notice of, convene and hold a special meeting of the stockholders as promptly as reasonably practicable after October 10, 2018 for the purpose of voting upon the adoption of the Merger Agreement and approval of the Merger.

Stockholder Litigation

Imperva has agreed to (1) provide Newco with prompt notice of all stockholder litigation relating to the Merger Agreement; (2) keep Newco reasonably informed with respect to the status thereof; (3) give Newco the opportunity to participate in the defense, settlement or prosecution of any such litigation; and (4) consult with Newco with respect to the defense, settlement or prosecution of any such litigation. Imperva may not compromise, settle or come to an arrangement regarding any such litigation without Newco’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

Tax Rulings

As soon as practicable after October 10, 2018, Imperva will instruct its representatives to prepare and file with the Israeli Tax Authority an application for a ruling confirming (1) that the cancellation and conversion of certain securities of Imperva will not be in violation of certain Israeli tax ordinances, (2) the deposit of the Merger Consideration with respect to such securities will not be subject to any withholding obligation and (3) the tax treatment of such securities.

Conditions to the Closing of the Merger

The obligations of Newco and Merger Sub, on the one hand, and Imperva, on the other hand, to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

In addition, the obligations of Newco and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

In addition, the obligation of Imperva to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways:

In the event that the Merger Agreement is terminated pursuant to the termination rights above, the Merger Agreement will be of no further force or effect without liability of any party to the other parties, as applicable, except certain sections of the Merger Agreement will survive the termination of the Merger Agreement in accordance with their respective terms, including terms relating to reimbursement of expenses and indemnification. Notwithstanding the foregoing, nothing in the Merger Agreement will relieve any party from any liability for any fraud in connection with the Merger Agreement. In addition, no termination of the Merger Agreement will affect the rights or obligations of any party pursuant to the confidentiality agreement between an affiliate of Thomas Bravo and Imperva or the Limited Guaranty, which rights, obligations and agreements will survive the termination of the Merger Agreement in accordance with their respective terms.

Termination Fees and Expense Reimbursement

Termination Fee Payable by Imperva

If the Merger Agreement is terminated in specified circumstances, Imperva has agreed to pay Newco a termination fee of up to $60,000,000.

Newco will be entitled to receive the termination fee from Imperva if the Merger Agreement is terminated:

Additionally, if the termination fee is not payable or Newco terminates the Merger Agreement because Imperva has breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement such that certain corresponding conditions set forth in the Merger Agreement are not satisfied, and such breach is not capable of being cured, or is not cured, before the earlier of the

termination date or the date that is 30 calendar days following Newco’s delivery of written notice of such breach (provided that Newco may terminate before the end of the 30 calendar days if Imperva ceases or fails to exercise and continues not to exercise commercially reasonable efforts to cure such breach or inaccuracy), then Imperva will reimburse Newco up to $4,000,000 of its reasonable and documentedout-of-pocket expenses (including legal fees and expenses) incurred in connection with the transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, the right to terminate the Merger Agreement as described in this paragraph will not be available to Newco if Newco is in material breach of any covenant contained in the Merger Agreement.

Termination Fee Payable by Newco

If the Merger Agreement is terminated in specified circumstances, Newco has agreed to pay Imperva a termination fee of $140,000,000.

Imperva will be entitled to receive the termination fee from Newco if the Merger Agreement is terminated:

Specific Performance

In the event of a breach or threatened breach of any covenant or obligation in the Merger Agreement, subject to the immediately following paragraph, thenon-breaching party will be entitled to an injunction, specific performance or other equitable relief to enforce specifically the terms and provisions of the Merger Agreement.

Notwithstanding the foregoing, Imperva will be entitled to an injunction, specific performance or other equitable remedy in connection with enforcing Newco’s obligation to cause the equity financing to be funded (and to exercise its third party beneficiary rights under the equity commitment letter) and to consummate the Merger only in the event that (1) all conditions to Newco’s and Merger Sub’s obligations to close the Merger have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which must be able to be satisfied at the closing), (2) the debt financing has been funded or the parties providing the debt financing have confirmed in writing that it will be funded if the equity financing is funded at the closing, (3) Newco and Merger Sub have failed to consummate the Merger by the time the closing was required pursuant to the Merger Agreement to occur, and (4) Imperva has irrevocably confirmed in writing to Newco that if specific performance is granted and the equity financing and debt financing are funded, then it will take such actions that are required of it by the Merger Agreement to cause the closing to occur.

Although Imperva may pursue both a grant of specific performance and the payment of the termination fee by Newco, Imperva will not be permitted to pursue an injunction, specific performance or other equitable relief or any other remedy under the Merger Agreement following the payment by Newco of the termination fee when payable under the Merger Agreement.

Fees and Expenses

Except in specified circumstances, whether or not the Merger is completed, Imperva, on the one hand, and Newco and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement.

Amendment

The Merger Agreement may be amended in writing at any time before or after adoption of the Merger Agreement by stockholders. However, after adoption of the Merger Agreement by stockholders, no amendment that requires further approval by such stockholders pursuant to the DGCL may be made without such approval.

Governing Law

The Merger Agreement is governed by Delaware law.

MARKET PRICES AND DIVIDEND DATA

Our common stock is listed on The Nasdaq Global Market under the symbol “IMPV.” This table shows, for the periods indicated, the range of intraday high and low per share sales prices for our common stock as reported on The Nasdaq Global Market.

The following table sets forth the closing price per share of our common stock, as reported on The Nasdaq Global Market on October 9, 2018, the last full trading day before the public announcement of the merger, and on [●],December 4, 2018, the latest practicable trading day before the printing of this proxy statement:

You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of common stock. If the merger is consummated, there will be no further market for our common stock and our common stock will be delisted from The Nasdaq Global Market and deregistered under the Exchange Act.

Dividends

We have never paid cash dividends on our common stock. In the event that the merger is not consummated, we would expect to retain earnings, if any, to fund the development and growth of our business and would not anticipate paying cash dividends on our common stock in the foreseeable future. In the event that the merger is not consummated, our payment of any future dividends would be at the discretion of our Board after taking into account various factors, including our financial condition, operating results, cash needs and growth plans.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock as of October 26,November 23, 2018, for:

Beneficial ownership is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by footnote, to our knowledge, the persons and entities named in the table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to applicable community property laws. Securities that may be acquired within 60 days of October 26,November 23, 2018, including shares subject to stock options that may be exercised, and RSUs or PRSUs that may vest and settle, are deemed to be beneficially owned by the person or entity holding such securities for the purpose of computing beneficial ownership, but are not treated as outstanding for the purpose of computing the ownership of any other person or entity. The information as to beneficial ownership presented in the table below does not take into account any accelerated vesting that may occur in connection with the closing of the merger. The applicable percentages of beneficial ownership are based on 35,167,23135,408,767 shares of common stock outstanding as of October 26,November 23, 2018.

Unless otherwise indicated, the address of each of the individuals named below is: c/o Imperva, Inc. 3400 Bridge Parkway Redwood Shores, California 94065.

ADVISORY VOTE REGARDING MERGER-RELATED COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS

Compensation Paid to Named Executive Officers in Connection with the Merger

In accordance with Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast an advisory(non-binding) vote on the merger-related compensation that may be paid or become payable to our named executive officers in connection with the proposed merger. The amount of this compensation is set forth and described in the table entitled “Golden Parachute Compensation” and the accompanying footnotes on page 5658 and the narrative discussion under the section of this proxy statement captioned “The Merger—Interests of Imperva’s Directors and Executive Officers in the Merger—Agreements and Arrangements with Executive Officers and Directors of Imperva.” As required by those rules, we are asking our stockholders to adopt the following resolution:

RESOLVED, that the stockholders of Imperva hereby APPROVE, on an advisory basis, the compensation that may be paid or become payable to Imperva’s named executive officers in connection with the merger, in each case pursuant to Item 402(t) of RegulationS-K, described in the table entitled “Golden Parachute Compensation” and the accompanying footnotes and related narrative discussion beginning on page 5658 of Imperva’s proxy statement for its special meeting of stockholders to be held on [●], [●].January 8, 2019.

Compensation that may be paid or become payable to our named executive officers following the merger pursuant to agreements or understandings between our named executive officers and Newco is not subject to the advisory vote on the compensation proposal. There are no agreements between Newco and our named executive officers regarding the officers’ post-closing employment terms or compensation arrangements.

Effect of Advisory Vote

The vote on this proposal is a vote separate and apart from the votes on the proposal to adopt the Merger Agreement and the proposal to approve adjournment of the special meeting. Accordingly, you may vote to approve either of the other proposals and vote not to approve this proposal, and vice versa. Approval of this proposal is not a condition to completion of the Merger.

Because the vote on this proposal is only advisory in nature, it will not be binding on either Imperva or Newco regardless of whether the proposed merger is completed. Accordingly, as the merger-related compensation described herein is contractual with respect to the executives, regardless of the outcome of this advisory vote, such compensation will be payable, subject only to the conditions applicable thereto, if the proposed merger is completed.

Vote Required and Board Recommendation

Approval of the compensation proposal requires the affirmative vote of a majority of the shares of our common stock outstanding and entitled to vote that are present in person or represented by proxy at the special meeting and voted for or against the proposal. If you abstain from voting on any matter, the shares represented by such proxy will be considered present at the special meeting for purposes of determining a quorum, but will not be considered to have been voted for or against this proposal. As such, an abstention will have no effect on the vote for the adjournment proposal.

Our Board unanimously recommends that you vote “FOR” thenon-binding, advisory

approval of the compensation that may be paid to our named executive officers that is

based upon or relates to the Merger.

ADJOURNMENT OF THE SPECIAL MEETING

Adjournment of the Special Meeting

In the event that a quorum is not present or represented by proxy at the special meeting, it is expected that our Board will recommend adjournment of the special meeting to solicit additional proxies if permitted by the Merger Agreement. In addition, we may move to adjourn the special meeting in order to give holders of our common stock additional time to evaluate new material information or disclosure. In either event, we will ask our stockholders to vote only upon the adjournment proposal and not on the other proposals discussed in this proxy statement.

Vote Required and Board Recommendation

Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of our common stock entitled to vote on the matter that are present in person or represented by proxy at the special meeting and voted for or against the proposal. If an executed proxy is returned and a stockholder has specifically abstained from voting on any matter, the shares represented by such proxy will be considered present at the meeting for purposes of determining a quorum, but will not be considered to have voted for or against such matter. As such, an abstention will have no effect on the vote for the adjournment proposal.

Our Board unanimously recommends that you vote “FOR” this proposal.

OTHER MATTERS

No business may be transacted at the special meeting other than the matters set forth in this proxy statement.

FUTURE STOCKHOLDER PROPOSALS

If the merger is completed, we will have no public stockholders and there will be no public participation in any of our future stockholder meetings. However, if the merger is not completed, our public stockholders will continue to be entitled to attend and participate in our stockholders meetings and we will hold an annual meeting of stockholders in 2019.

If the merger is not completed, then under our bylaws, our stockholders who intend to present proposals for action, or to nominate directors, at our 2019 annual meeting of stockholders must give written notice of the proposal or nomination to our Corporate Secretary in accordance with our bylaws. Our bylaws require that any such notice be given not less than 90 days nor more than 120 days prior to the first anniversary of the prior year’s annual meeting of stockholders. To be timely for the 2019 annual meeting of stockholders (if the merger is not completed and such meeting occurs), a stockholder’s notice must be received by us between December 25, 2019 and January 24, 2019. Such proposal should be delivered or mailed to the attention of our Corporate Secretary at our principal executive offices, which are Imperva, Inc., 3400 Bridge Parkway, Redwood Shores, California 94065. Additional requirements apply under our bylaws for stockholders who intend to include a proposal in Imperva’s proxy statement and proxy card for the 2019 annual meeting pursuant to Rule14a-8 under the Exchange Act. Any such stockholder proposals would havewere required to be received bydelivered to our Corporate Secretary no later than November 12, 2018, satisfy the conditions established by the SEC for stockholder proposals, and comply with the deadlines and other procedures in our bylaws.

If the date of the 2019 annual meeting is more than 30 days before or more than 60 days after the first anniversary of the 2018 annual meeting, in order for a notice to be timely, it must be delivered no earlier than 120 days prior to and no later than 90 days prior to the 2019 annual meeting date or, if later, the close of business on the 10th day after we publicly announce the date of the 2019 annual meeting.

These stockholder notices must contain information required by our bylaws. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. If a matter is properly brought before our next annual meeting under the procedures outlined in this paragraph, the proxy holders named by our board of directors will have the discretion to vote on such matter without having received directions from stockholders delivering proxies to them for such meeting, provided that our proxy statement for our next meeting briefly describes the matter and how the proxy holders intend to vote on it.

Inclusion in Imperva’s Proxy Materials

In December 2017, our Board adopted proxy access amendments to our bylaws to permit a stockholder or a group of up to 20 stockholders that has maintained continuous ownership of at least 3% of our common stock for at least three years to include nominees in Imperva’s proxy materials for an annual meeting of stockholders, provided the stockholder(s) and nominee(s) satisfy the requirements specified in our bylaws. The number of director nominees that may be so included is limited to the greater of two or 20% of the total number of directors. In order for proxy access nominations to be eligible for inclusion in our proxy statement and proxy card for the 2019 annual meeting, stockholder nominations under the proxy access provisions of our bylaws would have to be received by our Corporate Secretary between November 25, 2018 and December 25, 2018 and satisfy the requirements in our bylaws.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings through the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for further information about the public reference room.

You may obtain any of the documents we file with the SEC, without charge, visiting the SEC Filings page of our website atwww.imperva.com/Company/SECFilings. The information included on our website is not incorporated by reference into this proxy statement. You may also request copies from us at the following address:

Imperva, Inc.,

3400 Bridge Parkway,

Redwood Shores, California 94065, Attn: General Counsel

or call (650)345-9000 to request a copy

If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method, promptly after we receive your request.

Requests must be received by [●], 2018If you would like to arriverequest documents from us, please do so as soon as possible, to receive them before the special meeting.

INCORPORATION BY REFERENCE

We are allowed to “incorporate by reference” information that we file with the SEC into this proxy statement, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this proxy statement. Information in this proxy statement supersedes information incorporated by reference that we filed with the SEC prior to the date of this proxy statement, while information that we file later with the SEC will automatically update and supersede the information in this proxy statement. We incorporate by reference into the proxy statement the documents listed below, and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports on Form8-K containing only information furnished under Item 2.02 or Item 7.01 of Form8-K, unless otherwise indicated therein) after the date of this proxy statement but prior to the date of the special meeting:

We will make these documents available to you without charge upon your oral or written request. Requests should be directed to us at the address above under “Where You Can Find More Information.” All of these documents are also available through the SEC Filings page of our website atwww.imperva.com/Company/SECFilings. The information included on our website is not incorporated by reference into this proxy statement.

MISCELLANEOUS

Your vote is important. You may vote by submitting a proxy via the Internet or by telephone, as specified in the Internet and telephone voting instructions on your proxy card, returning your proxy card using the postage prepaid envelope provided, or attending the special meeting and voting in person. If you have any questions about this proxy statement, the special meeting or the merger or need assistance with voting procedures, you should contact:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call:212-269-5550

Stockholders (All Others) Call: (877)283-0324

Email: impv@dfking.com

Please note, however, that if your shares are held of record by a brokerage firm, bank, trust or other nominee and you wish to vote at the special meeting, you must instruct the brokerage firm, bank, trust or other nominee how to vote yours shares or obtain a proxy issued in your name from that record holder.

You should not send in your Imperva stock certificates, if any, until you receive the transmittal materials from the payment agent with instructions for the surrender of your stock certificates. Our record stockholders who have further questions about their share certificates or the exchange of our common stock for cash should contact the payment agent.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE ON THE PROPOSALS DESCRIBED HEREIN. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED[●]DECEMBER 6, 2018. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE (OR AS OF AN EARLIER DATE IF SO INDICATED IN THIS PROXY STATEMENT). NEITHER THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS NOR THE ISSUANCE OF CASH IN THE MERGER CREATES ANY IMPLICATION TO THE CONTRARY. THIS PROXY STATEMENT DOES NOT CONSTITUTE A SOLICITATION OF A PROXY IN ANY JURISDICTION WHERE, OR TO OR FROM ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE A PROXY SOLICITATION.

ANNEX A

AGREEMENT AND PLAN OF MERGER

by and among

IMPERIAL PURCHASER, LLC

IMPERIAL MERGER SUB, INC.

and

IMPERVA, INC.

Dated October 10, 2018

TABLE OF CONTENTS