Rapid7 (RPD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2026, with voting on directors, auditor ratification, and executive compensation proposals.

• Proxy materials are provided online to reduce costs and environmental impact, with options for paper copies upon request.

• Only shareholders as of April 15, 2026, may vote; 66,772,182 shares are outstanding and entitled to vote.

• Voting can be done online, by phone, mail, or during the virtual meeting; proxies default to board recommendations if no instructions are given.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eleven directors, (2) ratification of KPMG LLP as auditor for 2026, and (3) advisory approval of executive compensation.

• Shareholder proposals for the 2027 meeting must be submitted by December 23, 2026, for inclusion in proxy materials.

• Proposals 1 and 3 are non-routine under NYSE rules and require explicit shareholder instructions; Proposal 2 is routine and may be voted by brokers without instructions.

Board of directors and corporate governance

• Eleven nominees are proposed for election, with a majority being independent; board composition reflects diversity in age, tenure, and expertise.

• The roles of CEO and Chairman are separated; Marc Brown serves as Chairman, Corey Thomas as CEO.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent and have defined charters.

• Recent governance enhancements include board declassification, elimination of supermajority voting, and improved disclosure.