Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Plans and Non-Rule 10b5-1 Trading Arrangements
Certain of our executive officers and directors may execute purchases and sales of our securities through Rule 10b5-1 equity trading plans and “non-Rule 10b5-1 equity trading arrangements” (as defined in Item 408(c) of Regulation S-K).
During the three months ended September 30, 2023, one of our executive officers, as set forth below, adopted or terminated a 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).
Name and Position Action Adoption or Transaction Date Type of Trading Arrangement Number of Shares of Common Stock to be Sold Expiration Date
Andrew Burton , Chief Operating Officer
Adoption August 15, 2023 Rule 10b5-1* 51,125 **
5/1/2024***
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** Represents the maximum number of shares that may be sold pursuant to the Rule 10b5-1 trading arrangement in amounts and prices determined in accordance with a formula set forth in the plan. The actual number of shares sold will be dependent on the satisfaction of certain conditions as set forth in the written plan.
*** The Rule 10b5-1 trading arrangement will terminate on the earlier of the date all the shares under the plan are sold and the
expiration date indicated, subject to early termination for specified events set forth in the plan.
During the three months ended September 30, 2023, other than noted above, none of our executive officers or directors terminated or modified a 10b5-1 equity trading plan, or adopted , terminated , or modified any “non-Rule 10b5-1 equity trading
arrangement”.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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. Thomas, Burton and Adams and Ms. Luconi to align with current market practices. 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 (1) a resignation for “good reason”; or (2) 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”).
Upon a Qualifying CIC termination, Mr. 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). Each of Mr. Adams, Mr. Burton and Ms. 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).
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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. 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, filed herewith.
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Item 6. Exhibits.
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation of Rapid7, Inc. (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37496), filed with the Securities and Exchange Commission on August 10, 2020, and incorporated herein by reference).
3.2
Amended and Restated Bylaws of Rapid7, Inc. (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37496), filed with the Securities and Exchange Commission on August 10, 2020, and incorporated herein by reference).
10.1*
Third Amendment to Employment Agreement, dated as of August 7, 2023, by and between Rapid7, Inc. and Corey Thomas.
10.2*
Severance and Equity Award Vesting Acceleration Agreement, dated as of August 8, 2023, by and between Rapid7, Inc. and Andrew Burton.
10.3*
Severance and Equity Award Vesting Acceleration Agreement, dated as of August 30, 2023, by and between Rapid7, Inc. and Tim Adams.
10.4*
Severance and Equity Award Vesting Acceleration Agreement, dated as of August 8, 2023, by and between Rapid7, Inc. and Christina Luconi.
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data file (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
* Filed herewith.
** This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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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 thereunto duly authorized.
RAPID7, INC.
Date: November 6, 2023 By: /s/ Corey E. Thomas
Name: Corey E. Thomas
Title: Chief Executive Officer
(Principal Executive Officer)
Date: November 6, 2023 By: /s/ Tim Adams
Name: Tim Adams
Title: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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