Rapid7, Inc 8-K/A, filed Apr 21, 2025
Rapid7, Inc. (RPD)
About this 8-K/A
Rapid7, Inc filed this 8-K/A on April 21, 2025, reporting on events of March 21, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2025 (
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Explanatory Note
On March 21, 2025, Rapid7, Inc. (“Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with JANA Partners Management, LP (together with its controlled affiliates and controlled associates, “JANA”) and filed a Current Report on Form 8-K (the “Initial Report”) to report, among other things, the agreement to (i) expand the size of the Company’s board of directors (the “Board”) from eight (8) to eleven (11) directors effective March 21, 2025, and (ii) appoint each of Wael Mohamed, Michael Burns and Kevin Galligan (together, the “Agreed Nominees”) to serve as an independent director of the Board no later than April 15, 2025 (in the case of Messrs. Mohamed and Burns) or upon receipt of a written request from JANA pursuant to the Cooperation Agreement to be received no later than May 23, 2025 (in the case of Mr. Galligan).
This Current Report on Form 8-K/A amends and supplements Item 5.02 of the Initial Report to announce the effective date of each such Agreed Nominee’s appointment.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The effective date of appointment of Messrs. Mohamed and Burns is April 15, 2025. The effective date of appointment of Mr. Galligan is April 22, 2025.
None of Messrs. Mohamed, Burns or Galligan has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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.
| Date: April 21, 2025 | Rapid 7, Inc. | |||||
| By: | /s/ Tim Adams | |||||
| Name: | Tim Adams | |||||
| Title: | Chief Financial Officer | |||||