Other Information.
−Removed: Our proxy statement for the 2024 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on April 19, 2024, contained a typographical error in the section entitled “Questions and Answers About These Proxy Materials and Voting - When are stockholder proposals and director nominations due for next year’s annual meeting?” solely related to the dates by which a shareholder must (a) provide notice to us if the shareholder would like to include a shareholder director candidate in the Company’s proxy materials for the 2025 Annual Meeting of Shareholders and (b) submit a shareholder proposal for possible inclusion in our proxy materials for the 2025 Annual Meeting of Shareholders.
−Removed: The corrected information is set forth below:
−Removed: When are stockholder proposals and director nominations due for next year’s annual meeting?
−Removed: To be considered for inclusion in next year’s proxy materials, you must submit your proposal, in writing, by December 20, 2024, to our Corporate Secretary c/o Rapid7, Inc., 120 Causeway Street, Boston, Massachusetts, 02114, and you must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
−Removed: Pursuant to our bylaws, if you wish to bring a proposal before the stockholders or nominate a director at the 2025 Annual Meeting of Stockholders, but you are not requesting that your proposal or nomination be included in next year’s proxy materials, you must notify our Corporate Secretary, in writing, not later than the close of business on March 14, 2025 nor earlier than the close of business on February 13, 2025.
−Removed: However, if our 2025 Annual Meeting of Stockholders is not held between May 14, 2024 and July 12, 2024, to be timely, notice by the stockholder must be received not earlier than the close of business on the 120th day prior to the 2025 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to the 2025 Annual Meeting of Stockholders or the 10th day following the day on which public announcement of the date of the 2025 Annual Meeting of Stockholders is first made.
−Removed: You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
+Added: 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).
−Removed: During the three months ended June 30, 2024, the executive officers set forth below terminated or modified a 10b5-1 equity trading plan, or adopted , terminated , or modified any “non-Rule 10b5-1 equity trading arrangement”.
+Added: During the three months ended September 30, 2024, the executive officers set forth below terminated or modified a 10b5-1 equity trading plan, or adopted , terminated , or modified any “non-Rule 10b5-1 equity trading arrangement”.
Name and Position Action Adoption or Transaction Date Type of Trading Arrangement Number of Shares of Common Stock to be Sold Expiration Date
−Removed: Reeny Sondhi Director
−Removed: Adoption May 30, 2024 Rule 10b5-1* 14,650 **
−Removed: 05/15/2025 ***
+Added: Corey Thomas , Chief Executive Officer (1)
+Added: Adoption September 4, 2024 Rule 10b5-1* 358,620 **
+Added: December 31, 2025***
+Added: Christina Luconi , Chief People Officer
+Added: Adoption September 13, 2024 Rule 10b5-1* 34,039 **
+Added: May 1, 2025***
+Added: Thomas' plan includes the sale of 8,620 shares that were gifted to Ancore Foundation, Inc., a charitable foundation of which Mr.
+Added: Thomas is a director.
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
3 unchanged sentences
expiration date indicated, subject to early termination for specified events set forth in the plan.
−Removed: During the three months ended June 30, 2024, 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”.
+Added: During the three months ended September 30, 2024, 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”.
Number Description
19 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .
−Removed: August 7, 2024
+Added: November 7, 2024
Chief Executive Officer
(Principal Executive Officer)
−Removed: August 7, 2024
+Added: November 7, 2024
/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.