UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14A-101)
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:
□ Preliminary Proxy Statement
□ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
□ Definitive Proxy Statement
□ Definitive Additional Materials
🗹 Soliciting Material under § 240.14a-12
Mandiant, 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 all boxes that apply):
| □ | Fee paid previously with preliminary materials |
| □ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and
0-11 |
The following are internal communications sent by Mandiant, Inc.
to current and prospective employees in connection with its pending acquisition by Google LLC.
Mandiant All Employee Email
From: Kevin
To: Mandiant team
When: After email to Cloud
Subject: Google/Mandiant acquisition announced this morning
We have celebrated many milestones together, and today marks another
historic turning point that promises to set a new course for the cyber security community and the organizations we serve and create greater
opportunities for Team Mandiant.
I am excited to announce that we have entered into a definitive agreement
to be acquired by Google and that once the deal closes, Mandiant will join Google Cloud and we will move forward as part of an organization
with incredible reach and influence. Just as important for Team Mandiant, Google Cloud shares our commitment to fighting cyber attacks
and making the world safer.
For Google Cloud – like Mandiant – cyber security is a
mission. They have made it a cornerstone of their business and their commitment to the far reaching community they serve. We have seen
this demonstrated in the comprehensive cyber security capabilities they have built into the foundations of their technology, in the steps
they have taken to warn organizations of threats to their systems, and in the major investments they continue to make to address the realities
of today’s evolving threat landscape. Google Cloud is not only a partner who shares our passion – they are a force that will
help us take our mission and our vision for the future of cyber security to the next level.
For Team Mandiant, this is an opportunity to accelerate our vision
of scaling our world-class intelligence and leading expertise and supporting more organizations with our innovative approach to cyber
security – in areas like threat detection and intelligence, testing and validation, and managed defense.
Google Cloud recognizes the capabilities Team Mandiant offers and appreciates
the unique approach we bring to today’s cyber security battle. They see an opportunity to embrace and invest in what we have created
to help advance their commitment to making the world safer. It is abundantly clear that securing the cloud is essential to our future,
and together, Google Cloud and Mandiant can make a profound and lasting impact for customers.
This comes at an important time, as increasingly sophisticated attackers
continue to exploit vulnerabilities targeting people and organizations around the world. Cyber security is more important than ever, and
by joining forces with Mandiant, Google Cloud is rising to the challenge for our customers and for the security of nations.
Our discussions with Google convinced us that this is the best course
for Team Mandiant, for our shareholders, for our customers, for our mission, and for the broader community we hope to reach. The executive
team and I are excited about Mandiant joining Google Cloud. Between now and the closing of the acquisition, it is important that we continue
to perform our mission and tasks as we normally do, focusing on protecting our customers and executing on the priorities we set out to
accomplish this year.
I will discuss this announcement in our All
Hands meetings later today – an 11am ET Teams Live Event and a 9pm ET Teams Live Event. Watch for invites to both of these meetings.
We will offer additional insights and share
many more details in the days and weeks ahead. We have also begun reaching out to customers and partners to help them understand how they
will benefit from the combined strength of Mandiant and Google Cloud. I encourage you to review our messages to customers and partners
and the press releases issued by both Mandiant and Google today to see how we are sharing this news publicly. This and other information
on the acquisition will be available on this Employee Resource Page on the Aware corporate intranet.
I want to thank everyone who believed in and
supported our mission over the past 18 years and helped to bring us to this moment. Our customers, partners, investors and, above all,
the Mandiant team can be proud of what we have accomplished together and excited by the extraordinary opportunities ahead.
Leadership Outreach Note
I’m reaching out as a follow-up to Kevin’s message on today’s
announcement. Our team has played an important part in Mandiant’s incredible journey, and today marks another major step –
one that we believe will be among the most meaningful milestones in our history.
I hope you share my excitement to continue serving our customers as
part of the Google team. I am sure you have questions about how this will unfold, but keep in mind that it is still early in the process.
Over the months ahead, Mandiant and Google Cloud will work together to develop a well thought-through phased integration.
And as more information becomes available, we will share these updates
with you. On that note, I encourage you to take advantage of the information and resources we will make available to you on the Employee
Resource Page we have developed. You should also talk to your team members, and if you have any questions at any point, please reach
out to me, or use the Mandiant Forum anonymous employee Q&A portal.
This is a great opportunity to share the news at / after the announcement
is issued on your preferred social channels. Here’s some sample social to get you started:
Option 1
Mandiant has been on an incredible journey. Today we take
another step – one that is among the most exciting and meaningful milestones in our history. This morning, we announced Google’s
intent to acquire Mandiant. Upon the close of the acquisition, we will join Google Cloud. I couldn’t be prouder of our amazing team
and look forward to combining forces with Google Cloud to accelerate our joint vision of making every organization confident in their
cyber defenses. LINK TO PRESS RELEASE
Option 2
For the past 18 years, our steadfast vision has been to be
the best cyber security company in the world. Today, Mandiant took an important step in accelerating that vision – Mandiant has
signed an agreement to join Google Cloud. As part of the Google Cloud team, we will be able to continue delivering the industry-leading
frontline expertise and intelligence and responding to thousands of security breaches that power our technology platform. LINK TO PRESS
RELEASE
Please remember, while the future is exciting, in the near-term we
must remain focused on our 2022 plans and priorities – and our commitments to our customers and one another.
Today, let’s be sure to take the time to celebrate this milestone
moment for our team. You should be proud of the work you did to make this possible.
Mandiant Candidate Email
From: Mandiant Recruiting Team
To: Mandiant Job Candidates - all those that have accepted
or have pending offers but have not yet started with Mandiant.
Dear NEW HIRE,
Earlier today, we announced that Google has signed a definitive agreement
to acquire Mandiant. Upon the close of the acquisition, Mandiant will join Google Cloud.
Google is a company that shares our commitment to fighting cyber attacks. They
recognize the incredible capabilities Team Mandiant offers and appreciate the unique approach we bring to today’s cyber security
battle. Google Cloud sees an opportunity to embrace and invest in what Mandiant has created to help advance their commitment to making
the world safer. It is abundantly clear that securing the cloud is essential to our future, and together, Google Cloud and Mandiant can
make a profound and lasting impact in cloud security.
We expect the transaction to close later this year. Until then,
Mandiant will continue to operate as a separate entity, as we plan for a smooth transition. We want to assure you that your offer
and terms of employment remain valid.
We encourage you to read today’s press release for more
information on this announcement. Additionally, your recruiter and/or manager will be reaching out to you within the next 24-48
hours.
We look forward to welcoming you as we embark on this next phase of
our journey.
Additional Information and Where to Find It
Mandiant, Inc. (“Mandiant”), its directors and certain
executive officers are participants in the solicitation of proxies from stockholders in connection with the pending acquisition of Mandiant
(the “Transaction”). Mandiant plans to file a proxy statement (the “Transaction Proxy Statement”) with the Securities
and Exchange Commission (the “SEC”) in connection with the solicitation of proxies to approve the Transaction.
Enrique T. Salem, Kevin R. Mandia, Kimberly Alexy, Sara C. Andrews,
Ronald E.F. Codd, Arthur W. Coviello, Jr., Adrian McDermott, Viral Patel, and Robert E. Switz, all of whom are members of Mandiant’s
Board of Directors, and Frank E. Verdecanna, who is Mandiant’s Executive Vice President and Chief Financial Officer, are participants
in Mandiant’s solicitation. Other than Mr. Mandia, none of such participants owns in excess of 1.0% of Mandiant’s common
stock. Mr. Mandia may be deemed to own approximately 1.5% of Mandiant’s common stock. Additional information regarding such
participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy
Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Information relating to the foregoing
can also be found in Mandiant’s definitive proxy statement for its 2021 Annual Meeting of Stockholders (the “2021 Proxy Statement”),
which was filed with the SEC on April 27, 2021. To the extent that holdings of Mandiant’s securities have changed since the
amounts printed in the 2021 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC.
Promptly after filing the definitive Transaction Proxy Statement with
the SEC, Mandiant will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at
the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT MANDIANT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction
Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Mandiant with the SEC in connection
with the Transaction at the SEC’s website (http://www.sec.gov). Copies of Mandiant’s definitive Transaction Proxy Statement,
any amendments or supplements thereto, and any other relevant documents filed by Mandiant with the SEC in connection with the Transaction
will also be available, free of charge, at Mandiant’s investor relations website (https://investors.mandiant.com) or by contacting
Mandiant’s Investor Relations at investor.relations@mandiant.com.
Forward-Looking Statements
This communication contains forward-looking statements that involve
risks and uncertainties, including statements regarding: the Transaction, including the expected timing of the closing of the Transaction;
considerations taken into account by Mandiant’s Board of Directors in approving the Transaction; and expectations for Mandiant following
the closing of the Transaction. If any of these risks or uncertainties materialize, or if any of Mandiant’s assumptions prove incorrect,
Mandiant’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional
risks and uncertainties include those associated with: the possibility that the conditions to the closing of the Transaction are not satisfied,
including the risk that required approvals from Mandiant’s stockholders for the Transaction or required regulatory approvals to
consummate the Transaction are not obtained; potential litigation relating to the Transaction; uncertainties as to the timing of the consummation
of the Transaction; the ability of each party to consummate the Transaction; possible disruption related to the Transaction to Mandiant’s
current plans and operations, including through the loss of customers and employees; and other risks and uncertainties detailed in the
periodic reports that Mandiant files with the SEC, including Mandiant’s Annual Report on Form 10-K filed with the SEC on March 1,
2022, and Quarterly Reports on Form 10-Q filed with the SEC on April 30, 2021, August 9, 2021, and November 9, 2021,
each of which may be obtained on the investor relations section of Mandiant’s website (https:// investors.mandiant.com). All forward-looking
statements in this communication are based on information available to Mandiant as of the date of this communication, and Mandiant does
not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after
the date on which they were made, except as required by law.
FireEye (NASDAQ:FEYE)
Historical Stock Chart
From Sep 2024 to Oct 2024
FireEye (NASDAQ:FEYE)
Historical Stock Chart
From Oct 2023 to Oct 2024