Other Information.
+Added: Rule 10b5-1 Trading Plans and Non-Rule 10b5-1 Trading Arrangements
+Added: During the three months ended June 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Rapid7 securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1” trading arrangement.
+Added: Departure of Directors or Certain Officers;
+Added: Election of Directors;
+Added: Appointment of Certain Officers;
+Added: Compensatory Arrangements of Certain Officers.
+Added: On August 7, 2023, after reviewing current market practices and upon the recommendation of the Company’s compensation consultant, Compensia, and the Compensation Committee of the Board of Directors (the “Board”), the Board approved an adjustment to the severance payable in connection with a change in control to Messrs.
+Added: Thomas, Burton and Adams and Ms.
+Added: Luconi to align with current market practices.
+Added: Each such individual has entered into a replacement severance and equity award vesting acceleration letter agreement or amendment to their employment agreement, as applicable, to modify their severance payment under their existing severance arrangement in the event that their employment ends within three months prior to, or 12 months following, a change in control of the Company as result of either (i) a resignation for “good reason”;
+Added: or (ii) a termination of his or her employment by us other than for “cause” or as a result of his or her death or disability (such termination, a “Qualifying CIC Termination”).
+Added: Upon a Qualifying CIC termination, Mr.
+Added: Thomas will now be entitled to receive an amount equal to 150% of his target performance bonus for the year in which the termination of employment occurs (or, if greater, his target performance bonus as in effect immediately prior to the change in control).
+Added: Burton and Ms.
+Added: Luconi will now be entitled to receive an amount equal to 100% of their target performance bonus for the year in which the termination of employment occurs (or, if greater, their target performance bonus as in effect immediately prior to the change in control).
+Added: All other severance and change of control arrangements will remain consistent with their previously filed severance and equity award vesting acceleration letters or employment agreement, as applicable.
+Added: The foregoing description of the severance arrangements does not purport to be complete and is subject to, and qualified in its entirety by the full text of the severance and equity award vesting acceleration letters or amendments to employment agreements, as applicable, to be filed with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
Amended and Restated Certificate of Incorporation of Rapid7, Inc.
20 unchanged sentences
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 thereunto duly authorized.
−Removed: May 10, 2023 By:
+Added: August 9, 2023 By:
Chief Executive Officer
(Principal Executive Officer)
−Removed: May 10, 2023 By:
+Added: August 9, 2023 By:
/s/ Tim Adams
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.