Date of Report (Date of earliest event reported): June 9, 2022
Rapid7, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-37496
35-2423994
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
120 Causeway Street
Boston,
Massachusetts
02114
(Address of principal executive offices, including zip code)
(617) 247-1717
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
RPD
The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07Submission of Matters to a Vote of Security Holders.
On June 9, 2022, Rapid7, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present.
At the Annual Meeting, the Company's stockholders voted on the following three proposals: (i) to elect the six nominees for director to hold office until the 2023 Annual Meeting of Stockholders (“Proposal 1”), (ii) to ratify the selection by the Audit Committee of the Company’s board of directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022 (“Proposal 2”), and (iii) to approve, on an advisory basis, the compensation of the Company's named executive officers as described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 21, 2022 (“Proposal 3”). The final results of the voting on each proposal are set forth below.
Proposal 1 - Election of Directors
The Company’s stockholders approved Proposal 1. The voting results were as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Michael Berry
48,949,559
884,511
4,441,340
Marc Brown
46,760,519
3,073,551
4,441,340
Christina Kosmowski
48,991,732
842,338
4,441,340
J. Benjamin Nye
44,721,923
5,112,147
4,441,340
Reeny Sondhi
48,986,927
847,143
4,441,340
Corey Thomas
44,923,450
4,910,620
4,441,340
There were no abstentions with respect to Proposal 1.
Proposal 2 - Ratification of the Selection by the Audit Committee of the Board of Directors of KPMG LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2022
The Company’s stockholders approved Proposal 2. The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
54,018,387
227,244
29,779
—
Proposal 3 - Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
42,419,574
7,373,855
40,641
4,441,340
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.