8-K

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): October 31, 2016

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.)
100 Summer Street, Boston, Massachusetts		02110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 247-1717

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 (see General Instruction A.2. below):

☐ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of New Director

On October 31, 2016, the Board of Directors (the “Board”) of Rapid7, Inc. (the “Company”), upon recommendation of its Nominating and Corporate Governance Committee, appointed Judy Bruner to serve as a member of the Board to fill the remaining vacancy, effective immediately. Ms. Bruner will serve in the class of directors whose term expires at the Company’s Annual Meeting of Stockholders to be held in 2017. In addition, Ms. Bruner was appointed as a member of the Audit Committee of the Board, effective immediately.

Ms. Bruner, age 58, most recently served as the Executive Vice President, Administration and Chief Financial Officer of SanDisk Corp, a supplier of flash storage products, from June 2004 until May 2016, when SanDisk was acquired by Western Digital. Ms. Bruner also served as Senior Vice President and Chief Financial Officer for Palm, Inc. from 1999 to 2004. Prior to Palm, she held financial management positions with 3Com Corporation, Ridge Computers, Inc. and Hewlett Packard Company. Ms. Bruner currently serves on the board of directors of Brocade Communications Systems, Inc., a publicly traded data and storage networking products company and as chairman of its audit committee. Ms. Bruner also serves on the boards of directors of Applied Materials, Inc., a publicly traded semiconductor manufacturer, and Varian Medical Systems, Inc., a publicly traded manufacturer of medical devices and software. Ms. Bruner holds a B.A. in Economics from the University of California, Los Angeles and an M.B.A. from the University of Santa Clara.

There are no arrangements or understandings between Ms. Bruner and any other persons pursuant to which Ms. Bruner was appointed as a director of the Company.

Ms. Bruner will receive the standard director compensation that the Company provides to its non-employee directors as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2016. In addition, pursuant to the Company’s Non-Employee Director Compensation Policy, on October 31, 2016, Ms. Bruner was granted initial one-time grants in connection with her appointment to the Board (the “Initial Director Grants”) of: (i) a non-qualified stock option to purchase up to 29,542 shares of the Company’s common stock, having an exercise price equal to the fair market value of the Company’s common stock on such grant date and (ii) a restricted stock unit award covering 13,956 shares of the Company’s common stock. The Initial Director Grants will vest over three years, with one-third (1/3) of the shares of each such award vesting on each of the first three anniversaries of the grant date, and vest in full upon the consummation of a change in control transaction, subject to the continued service of Ms. Bruner as a member of the Board through such vesting dates. The Initial Director Grants are subject to the terms of the Company’s 2015 Equity Incentive Plan, as amended and the applicable award agreements thereunder. Furthermore, Ms. Bruner is entitled to receive additional annual equity awards in accordance with the terms and conditions of the Company’s Non-Employee Director Compensation Policy.

In addition, Ms. Bruner will enter into the Company’s standard form of indemnification agreement, the form of which has been filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 10, 2016.

A copy of the press release announcing Ms. Bruner’s appointment to the Board is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated November 1, 2016

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: November 1, 2016	By:	/s/ Steven Gatoff
		Steven Gatoff
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 1, 2016

EX-99.1

Exhibit 99.1

Rapid7 Appoints Former SanDisk CFO, Judy Bruner, to its Board of Directors

Appointment brings high-tech industry experience and expertise in driving business growth and scale

Boston, MA – November 1, 2016 – Rapid7, Inc. (NASDAQ: RPD), a leading provider of security data and analytics solutions, today announced that it has appointed Judy Bruner to its Board of Directors, effective October 31, 2016. She has also joined the board’s audit committee.

“I am pleased to welcome Judy Bruner to the Rapid7 board,” said Alan Matthews, chairman of the Board of Directors. “Judy has an impressive track record of operational excellence as both a company executive and board member. She brings a wealth of experience that will help us to capitalize on the tremendous market opportunity that lies ahead.”

Ms. Bruner served as executive vice president and chief financial officer of SanDisk Corporation from June 2004 until the company’s acquisition by Western Digital Corporation earlier this year. Previously, she was senior vice president and chief financial officer of Palm, Inc., from September 1999 until June 2004. She also held financial management positions at 3Com Corporation, Ridge Computers, and Hewlett-Packard Company. Ms. Bruner holds a BA in Economics from the University of California, Los Angeles, and an MBA from the University of Santa Clara.

Ms. Bruner has also served on a number of boards during her impressive career. She currently serves on the board of directors of Brocade Communications Systems Inc., Applied Materials Inc., and Varian Medical Systems Inc.

“Judy is a seasoned business executive with proven experience managing global enterprises,” said Corey Thomas, chief executive officer and president of Rapid7. “She is a valuable addition to our Board of Directors bringing financial and operational expertise that will be beneficial to Rapid7 and our shareholders. We are excited to have her leadership as we continue to scale our business and execute the Company’s long-term growth strategy.”

About Rapid7

Rapid7 is a leading provider of security data and analytics solutions that enable organizations to implement an active, analytics-driven approach to cyber security. We combine our extensive experience in security data and analytics and deep insight into attacker behaviors and techniques to make sense of the wealth of data available to organizations about their IT environments and users. Our solutions empower organizations to prevent attacks by providing visibility into vulnerabilities and to rapidly detect compromises, respond to breaches, and correct the underlying causes of attacks. Rapid7 is trusted by more than 5,600 organizations across over 100 countries, including 37% of the Fortune 1000. To learn more about Rapid7 or get involved in our threat research, visit www.rapid7.com.

Cautionary Language Concerning Forward-Looking Statements

This press release includes forward-looking statements. All statements contained in this press release other than statements of historical facts, including, without limitation, statements relating to the Company’s growth strategy, delivering long-term value and the company’s future market opportunities, are forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, risks related to our rapid growth and ability to sustain our revenue growth rate, the ability of our products and professional services to correctly detect vulnerabilities, competition in the markets in which we operate, market growth, our ability to innovate and manage our growth, our ability to integrate acquired operations, our ability to operate in compliance with applicable laws as well as other risks and uncertainties set forth in the “Risk Factors” section of our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ended June 30, 2016 filed with the Securities and Exchange Commission on August 9, 2016, and subsequent reports that we file with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will

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occur. We are under no duty to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

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Investor Relations Contact:

Rapid7 Investor Relations

Email: investors@rapid7.com

Phone: +1 857 415 4419

Press Contact:

Rachel E. Adam, Senior PR Manager

Email: press@rapid7.com

Phone: +1 857 415 4443

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