Rapid7 (NASDAQ: RPD) investors approve directors, KPMG and executive pay package

Rhea-AI Filing Summary

Rapid7, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders elected eleven directors to serve until the 2027 annual meeting, with each nominee receiving over 23 million votes in favor and substantial support across the slate.

Investors also ratified the Audit Committee’s selection of KPMG LLP as Rapid7’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with more than 53 million votes for and minimal opposition. In addition, stockholders approved, on a non-binding advisory basis, the company’s executive compensation program as described in its proxy materials.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for KPMG ratification: 53,078,819 votes Votes against KPMG ratification: 210,614 votes Say-on-pay votes for: 41,186,409 votes +4 more

7 metrics

Votes for KPMG ratification 53,078,819 votes Ratification of KPMG LLP as 2026 independent auditor

Votes against KPMG ratification 210,614 votes Ratification of KPMG LLP as 2026 independent auditor

Say-on-pay votes for 41,186,409 votes Advisory approval of executive compensation (Proposal 3)

Say-on-pay votes against 2,052,399 votes Advisory approval of executive compensation (Proposal 3)

Say-on-pay broker non-votes 10,065,041 votes Broker non-votes on Proposal 3

Votes for Marc Brown 41,959,692 votes Director election, Proposal 1

Votes for Corey Thomas 42,401,994 votes Director election, Proposal 1

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory basis, Annual Meeting of Stockholders, +1 more

5 terms

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes 53,078,819"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"KPMG LLP as the independent registered public accounting firm of the Company"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, Proposal 3"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

emerging growth company financial

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

0001560327false00015603272026-06-092026-06-09

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 9, 2026 

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.)

120 Causeway Street
Boston,			Massachusetts			02114
(Address of principal executive offices, including zip code)

(617) 247-1717

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			RPD			The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

On June 9, 2026, Rapid7, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present.

At the Annual Meeting, the Company's stockholders voted on the following three proposals: (i) to elect the eleven nominees for director to hold office until the 2027 Annual Meeting of Stockholders (“Proposal 1”), (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, 2026 (“Proposal 2”), and (iii) to approve, on an advisory basis, the compensation of the Company's named executive officers as described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 22, 2026, as supplemented by the proxy supplement filed with the SEC on June 1, 2026 (“Proposal 3”). The final results of the voting on each proposal are set forth below.

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
Marc Brown			41,959,692			1,334,137			10,065,041
Judy Bruner			42,471,987			821,842			10,065,041
Michael Burns			42,779,177			514,652			10,065,041
Kevin Galligan			42,709,367			584,462			10,065,041
Benjamin Holzman			40,239,832			3,053,997			10,065,041
Jeff Kalowski			23,262,431			20,031,398			10,065,041
Wael Mohamed			42,769,882			523,947			10,065,041
J. Benjamin Nye			42,299,872			993,957			10,065,041
Tom Schodorf			42,255,447			1,038,382			10,065,041
Reeny Sondhi			42,166,225			1,127,604			10,065,041
Corey Thomas			42,401,994			891,835			10,065,041

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, 2026

The Company’s stockholders approved Proposal 2. The voting results were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
53,078,819			210,614			69,437			—

Proposal 3 - Advisory Vote on Executive Compensation

The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The voting results were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
41,186,409			2,052,399			55,021			10,065,041

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.

Dated: June 10, 2026

By:

/s/ Rafeal E. Brown

Rafeal E. Brown

Chief Financial Officer

FAQ

What did Rapid7 (RPD) stockholders vote on at the 2026 annual meeting?

Rapid7 stockholders voted on three key proposals. They elected eleven directors to serve until the 2027 annual meeting, ratified KPMG LLP as independent auditor for 2026, and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

Did Rapid7 (RPD) stockholders approve all director nominees in 2026?

Yes, all eleven Rapid7 director nominees were elected. Each nominee received more votes for than withheld, with support generally exceeding 40 million shares for most directors, confirming the full board slate to serve until the 2027 Annual Meeting of Stockholders.

Was KPMG LLP ratified as Rapid7’s independent auditor for 2026?

Yes, KPMG LLP was ratified as independent auditor. Stockholders cast 53,078,819 votes for ratification, 210,614 votes against, and 69,437 abstentions, with no broker non-votes reported on this proposal concerning the fiscal year ending December 31, 2026.

How did Rapid7 (RPD) stockholders vote on executive compensation in 2026?

Stockholders approved Rapid7’s executive compensation on an advisory basis. Proposal 3 received 41,186,409 votes for, 2,052,399 votes against, and 55,021 abstentions, with 10,065,041 broker non-votes, indicating overall shareholder support for the named executive officers’ pay program.

Were there significant broker non-votes at Rapid7’s 2026 meeting?

Yes, broker non-votes appeared on certain proposals. For the director elections and the advisory executive compensation vote, there were 10,065,041 broker non-votes, while the auditor ratification proposal recorded no broker non-votes, reflecting typical voting patterns across agenda items.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB