Greater Pennsylvania Carpenters'

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

GREATER PENNSYLVANIA § CARPENTERS’ PENSION FUND, § derivatively on behalf of nominal §

defendant IMPERVA, INC., § § No. 531, 2015 Plaintiff-Below, § Appellant, § §

v. § Court Below: Court of Chancery § of the State of Delaware CHARLES GIANCARLO, § THERESIA GOUW, SHLOMO § C.A. No. 9833 KRAMER, STEVEN KRAUSZ, § ALBERT PIMENTEL, FRANK § SLOOTMAN, DAVID STROHM, § JAMES TOLONEN, and IMPERVA, § INC., § §

Defendants-Below, § Appellees. §

Submitted: March 9, 2016 Decided: March 11, 2016

Before STRINE, Chief Justice; HOLLAND, VALIHURA, VAUGHN, and SEITZ, Justices, constituting the Court en Banc.

ORDER

This 11th day of March, 2016, after careful consideration of the

parties’ briefs and the record on appeal, and after oral argument, we find it evident

that the judgment of the Court of Chancery should be affirmed on the basis of and

for the reasons assigned by the Court of Chancery in its transcript ruling on

September 2, 2015.

NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of

Chancery is AFFIRMED.

BY THE COURT:

/s/ Collins J. Seitz, Jr.

Justice