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 13, 2016
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.) | ||
| 100 Summer Street Boston, Massachusetts |
02110 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (617) 247-1717
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 13, 2016, Rapid7, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following two proposals: (i) to elect the three nominees for director to hold office until the 2019 Annual Meeting of Stockholders (“Proposal 1”) and (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, 2016 (“Proposal 2”), each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2016. The following sets forth the certified voting results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
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 | |||
| Corey Thomas |
31,417,182 | 1,573,833 | 4,933,928 | |||
| Timothy McAdam |
31,261,474 | 1,729,541 | 4,933,928 | |||
| J. Benjamin Nye |
31,261,742 | 1,729,273 | 4,933,928 |
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, 2016
The Company’s stockholders approved Proposal 2. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 37,892,242 |
32,401 | 300 | 0 |
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. | ||||||
| Date: June 15, 2016 | By: | /s/ Steven Gatoff | ||||
| Steven Gatoff | ||||||
| Chief Financial Officer | ||||||