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    Rapid7 Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events

    6/13/25 4:14:54 PM ET
    $RPD
    Computer Software: Prepackaged Software
    Technology
    Get the next $RPD alert in real time by email
    rp-20250611
    0001560327false00015603272025-06-112025-06-11

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549 
    FORM 8-K 
    CURRENT REPORT

    Pursuant to Section 13 or 15(d)
    of the Securities Exchange Act of 1934
    Date of Report (Date of earliest event reported): June 11, 2025 
    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,Massachusetts02114
    (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)
    ☐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))
    ☐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 classTrading symbol(s)Name of each exchange on which registered
    Common Stock, $0.01 par value per shareRPDThe 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 5.07    Submission of Matters to a Vote of Security Holders.

    On June 11, 2025, Rapid7, Inc. (the "Company") held its 2025 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 four proposals: (i) to elect the eleven nominees for director to hold office until the 2026 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, 2025 (“Proposal 2”), (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 24, 2025 (“Proposal 3”), and (iv) to indicate, on an advisory basis, the preferred frequency of future stockholder advisory votes on the compensation of the Company's named executive officers (“Proposal 4”). 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:

    NomineeVotes ForVotes WithheldBroker Non-Votes
    Michael Berry44,430,2123,224,2887,369,024
    Marc Brown45,094,9932,559,5077,369,024
    Judy Bruner46,863,322791,1787,369,024
    Michael Burns47,306,631347,8697,369,024
    Kevin Galligan45,402,1782,252,3227,369,024
    Ben Holzman41,021,7446,632,7567,369,024
    Wael Mohamed47,119,134535,3667,369,024
    J. Benjamin Nye44,024,5423,629,9587,369,024
    Tom Schodorf 45,309,2102,345,2907,369,024
    Reeny Sondhi46,512,3621,142,1387,369,024
    Corey Thomas44,096,7383,557,7627,369,024

    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, 2025

    The Company’s stockholders approved Proposal 2. The voting results were as follows:

    Votes ForVotes AgainstAbstentionsBroker Non-Votes
    52,921,5482,069,39932,577—

    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 ForVotes AgainstAbstentionsBroker Non-Votes
    43,429,5154,164,93460,0517,369,024





    Proposal 4 - Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation

    The Company’s stockholders indicated, on a non-binding advisory basis, the preferred frequency for the solicitation of future advisory stockholder approval of compensation paid to the Company's named executive officers be held every year. The voting results were as follows:

    1 Year2 Years3 YearsAbstentionsBroker Non-Votes
    47,076,3629,037484,90484,1977,369,024

    Based on the results of the vote, the Company intends to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year.

    Item 8.01     Other Events.

    Effective immediately following the Annual Meeting, Marc Brown was appointed Chairman of the Board of Directors of the Company, succeeding Corey Thomas as Chairman. Mr. Thomas will continue in his role as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors.



    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.
    Rapid7, Inc.
     Dated: June 13, 2025By:/s/ Tim Adams
    Tim Adams
    Chief Financial Officer


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