Rapid7, Inc. 8-K

What Happened

• Rapid7, Inc. filed an 8-K reporting that it held its 2026 Annual Meeting of Stockholders on June 9, 2026, with a quorum present. Stockholders elected all eleven director nominees to serve until the 2027 annual meeting, ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026, and approved, on a non-binding advisory basis, the company’s executive compensation (say-on-pay).

Key Details

• Directors elected (selected vote examples): Marc Brown — 41,959,692 For / 1,334,137 Withheld; Jeff Kalowski — 23,262,431 For / 20,031,398 Withheld; Benjamin Holzman — 40,239,832 For / 3,053,997 Withheld. (All 11 nominees were elected.)
• Auditor ratification: KPMG LLP approved with 53,078,819 Votes For, 210,614 Against, and 69,437 Abstentions.
• Advisory vote on executive compensation: Approved with 41,186,409 Votes For, 2,052,399 Against, 55,021 Abstentions; there were 10,065,041 broker non-votes on that proposal.
• Broker non-votes: 10,065,041 broker non-votes were recorded on the director elections and the advisory compensation vote, indicating shares held by brokers that did not vote on those matters.

Why It Matters

• Board continuity and governance: Election of all eleven nominees keeps the current board in place through 2027, which matters for company strategy and oversight.
• Auditor confirmation: Ratification of KPMG ensures continuity of the company’s external audit for fiscal year 2026.
• Shareholder sentiment on pay: The non-binding approval of executive compensation indicates a majority of voting shareholders supported the company’s named executive officer pay disclosure, though the presence of significant broker non-votes and notable withheld votes for certain nominees (e.g., Jeff Kalowski) may be relevant to investor governance considerations.