📜 What This Document Is 🗳️

This document is a Proxy Statement, filed by Rapid7, Inc. 📄. Essentially, it is a comprehensive guidebook that tells shareholders exactly what they are voting on and why. The purpose of this statement is to invite you to the company's 2026 Annual Meeting of Stockholders, which will take place on Tuesday, June 9, 2026.

Because the company is using electronic delivery, you are receiving a "Notice of Annual Meeting" instead of physical paper copies. This means you must follow specific online instructions to ensure your vote counts, whether you plan to attend or not.

👉 Key Takeaway: You do not need to attend the meeting to vote! You can submit your proxy vote online, by phone, or by mail before the meeting date.

🏢 What The Company Does 🛡️

While this filing is highly technical and focused on governance, it confirms that Rapid7, Inc. is a large, publicly traded technology company. Companies like Rapid7 operate in the cybersecurity space, providing solutions to protect digital assets.

The proxy statement itself does not detail specific products, but it gives us insight into how the company is managed—showing a sophisticated structure with independent committees and a strong focus on regulatory compliance.

📅 Annual Meeting Logistics and Voting 🗓️

This section outlines the mechanics of the vote, making sure shareholders know when and how to cast their ballots. The Annual Meeting will be held virtually on Tuesday, June 9, 2026, at 11:30 a.m., Eastern Time.

• Who Can Vote: Any stockholder of record at the close of business on the record date, April 15, 2026, is entitled to vote. On this date, there were 66,772,182 shares outstanding and entitled to vote.
• How to Vote: Shareholders can vote online (at www.virtualshareholdermeeting.com/RPD2026) or via phone/mail.
• Deadline Alert: To ensure your vote counts, proxy votes submitted by internet or phone must be received by 11:59 p.m., Eastern Time, on June 8, 2026 (the day before the meeting).
• 🚨 Quorum Requirement: A quorum—the minimum number of votes needed to legally hold the meeting—requires the presence or representation of at least 33,386,092 shares (a majority of the outstanding shares).

🏛️ Board Governance and Leadership 🧠

The Board of Directors is responsible for guiding the company's overall strategy and managing risks. The filing details significant recent changes to how the Board operates, showing a commitment to best-in-class corporate governance.

• Leadership Split: In June 2025, the Board separated the roles of Chief Executive Officer (Corey Thomas) and Chairman (Marc Brown). This structure is intended to allow the CEO to focus entirely on daily operations while the Chairman provides independent leadership and oversight.
• Committee Structure: The Board uses three standing committees:
  • Audit Committee: Oversees financial reporting and internal controls. (Currently composed of four directors: Berry, Burns, Bruner, and Sondhi.)
  • Compensation Committee: Reviews and recommends compensation for executives. (Currently composed of four directors: Galligan, Mohamed, Nye, and Schodorf.)
  • Nominating and Corporate Governance Committee: Identifies and vets potential director nominees. (Currently composed of three directors: Brown, Holzman, and Sondhi.)
• Risk Oversight: The Board administers risk oversight directly through the whole Board and these standing committees, addressing areas like cybersecurity, financial accounting, and capital structure.

🧑‍⚖️ Proposal 1: Election of Directors ✨

Shareholders are asked to vote on the election of eleven (11) directors. Each director elected will serve a one-year term, expiring at the next Annual Meeting.

• Nominees: The Board has nominated a set of directors for re-election and election. Notably, Mr. Kalowski is nominated for election, and he is expected to succeed Mr. Berry as Chair of the Audit Committee.
• Experience Highlight: The Board emphasizes that the nominees bring extensive, diverse experience across various tech sectors, finance, and management. For example, Marc Brown has deep experience with M&A activities at Microsoft Corporation, and Judy Bruner has a background as CFO at SanDisk Corp.
• Core Vote: The Board recommends voting "FOR" each named nominee.

🧾 Proposal 2: Ratification of Independent Auditors 🔍

This proposal asks shareholders to approve the selection of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Why It Matters: While law does not require ratification, the Board is submitting this for "good corporate practice." If shareholders fail to ratify, the Audit Committee may reconsider keeping KPMG.
• Fee Transparency: The filing provides fee details for the past two years:
  • FY 2025 Total Fees: $2,100,056.
  • FY 2024 Total Fees: $2,225,110.
• Fees Breakdown: The majority of costs relate to the Audit Fees (e.g., $1,935,000 in 2025), which covers the audit of annual and quarterly financial statements.

💸 Proposal 3: Say-on-Pay Vote (Executive Compensation) 🧑‍💼

This is commonly known as the "say-on-pay" proposal. It is an advisory vote that allows shareholders to express their views on the overall compensation philosophy and structure for Named Executive Officers (NEOs).

• Advisory, Not Binding: It is critical to understand that this vote is non-binding. The result of the vote does not legally mandate the Board or Compensation Committee to change anything.
• The Philosophy: The Board states that its compensation policy reflects a "pay-for-performance" philosophy, meaning pay is strongly linked to the company's success and long-term interests.
• Goal: The main goal of the vote is for shareholders to weigh in on whether the overall compensation structure is aligned with the company's performance and market best practices.

⚙️ Voting Mechanics and Rules ⚖️

The document provides detailed instructions on how votes are tallied, which is crucial for any shareholder.

• Counting Votes: Votes are counted separately for each proposal (Directors, Auditors, Compensation).
• Vote Statuses: The results track "FOR," "AGAINST," and "WITHHOLD" votes. Also noted are "broker non-votes" (when a broker votes without specific instructions).
• Proposal Differences:
  • Proposal 1 (Directors) requires election by a plurality of votes.
  • Proposals 2 & 3 (Auditors/Compensation) require the affirmative vote of the majority of shares.
• 💡 For Beneficial Owners (Broker Held Shares): If your shares are held by a broker, the broker can vote on the "routine" matter (Proposal 2), but cannot vote on the "non-routine" matters (Proposals 1 and 3) unless you give explicit voting instructions to them.

📞 Contact & Further Details 📧

For specific questions regarding your voting rights or the materials, shareholders can refer to the following resources and deadlines:

• Virtual Meeting Website: www.virtualshareholdermeeting.com/RPD2026
• Online Voting Portal: www.proxyvote.com
• Corporate Secretary Address: Corporate Secretary, c/o Rapid7, Inc., 120 Causeway Street, Suite 400, Boston, Massachusetts 02114.
• Future Proposals: To nominate a director or propose a measure for the 2027 Annual Meeting, submissions must be sent by written recommendation by December 23, 2026.

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🧠 The Analogy

🗳️ Think of the Annual Meeting like a Board of Directors holding an annual "Club President Election." The Proxy Statement is the full rulebook and ballot. It doesn't just ask you to vote for the next president (Proposal 1); it also makes you vote on whether the club's accountant (Proposal 2) is trustworthy, and whether the club allows the President to get a massive annual bonus (Proposal 3). Each vote asks you to assess a different function of the club, not just the people running it.

🧩 Final Takeaway

This proxy statement is an intensive corporate governance questionnaire. To participate, shareholders must pay attention to the various deadlines and voting methods (online vs. mail). While the focus is on selecting directors, the key signal is the deep commitment to corporate best practices, highlighted by the separation of the CEO and Chairman roles.