Rapid7, Inc.
For the period ended Jun 9, 2026. Filed Apr 22, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 9, 2026 · Filed Apr 22, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
Schedule 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻
Check the appropriate box:
| ◻ | Preliminary Proxy Statement |
|---|---|
| ◻ | Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) |
| ⌧ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material under § 240.14a-12 |
Rapid7, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply)
| ⌧ | No fee required |
|---|---|
| ◻ | Fee paid previously with preliminary materials |
| ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
To our stockholders:
We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Rapid7, Inc. to be held virtually on Tuesday, June 9, 2026 at 11:30 a.m., Eastern Time. You may attend the virtual meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/RPD 2026 and entering your control number (included on the notice regarding availability of proxy materials mailed to you).
Details regarding the Annual Meeting and the business to be conducted are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.
We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a notice instead of paper copies of this proxy statement and our 2025 Annual Report. The notice contains instructions on how to access those documents online. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2025 Annual Report and a form of proxy card or voting instruction card. We believe that providing our proxy materials online increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by proxy online by following the instructions on the notice you received, or, if you receive a paper copy of our proxy materials by mail, by completing and returning the proxy card or voting instruction card mailed to you. Please review the instructions for each of your voting options described in this proxy statement as well as in the notice you received in the mail carefully.
Thank you for your ongoing support of and continued interest in Rapid7. We look forward to seeing you at the Annual Meeting.
Sincerely,
Corey Thomas
Chief Executive Officer
Table of Contents
| Page | |
|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 1 |
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 2 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 9 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 13 |
| INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS | 14 |
| PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 19 |
| PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 20 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 21 |
| EXECUTIVE OFFICERS | 23 |
| EXECUTIVE COMPENSATION | 24 |
| COMPENSATION DISCUSSION AND ANALYSIS | 24 |
| SUMMARY COMPENSATION TABLE | 42 |
| GRANTS OF PLAN-BASED AWARDS | 43 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 44 |
| OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025 | 46 |
| EMPLOYMENT ARRANGEMENTS | 47 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 48 |
| CEO PAY RATIO | 51 |
| PAY VS. PERFORMANCE | 52 |
| DIRECTOR COMPENSATION | 55 |
| EQUITY COMPENSATION PLAN INFORMATION | 58 |
| TRANSACTIONS WITH RELATED PERSONS | 59 |
| HOUSEHOLDING OF PROXY MATERIALS | 60 |
| OTHER MATTERS | 60 |
| APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 61 |
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including, but not limited to, statements regarding our strategy, business plans and focus, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2025 Annual Report on Form 10-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.