Rapid7, Inc. — Proxy Solicitation & Information Statement 2016

Apr 25, 2016

DEFA14A 1 d133727ddefa14a.htm DEFA14A DEFA14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

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

x Definitive Additional Materials

¨ Soliciting Material Pursuant to § 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 the appropriate box)

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

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Date Filed:

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Vote by Internet
• Go to www.envisionreports.com/RPD
• Or scan the QR code with your
smartphone
• Follow the steps outlined on the secure
website

Important Notice Regarding the Availability of Proxy Materials for the

Rapid7 Annual Meeting of Stockholders to be Held on June 13, 2016

Under Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. This is not a ballot. You cannot use this notice to vote these shares. You are receiving this notice that the proxy materials for the Annual Meeting of Stockholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a paper copy. The items to be voted on and location of the Annual Meeting are on the reverse side. Your vote is important!

This communication is not a form of voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at:

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When you go online to view materials, you can also vote your
shares.
Step 1: Go to www.envisionreports.com/RPD to view the
materials .
Step 2: Click on Cast Your Vote or Request
Materials .
Step 3: Follow the instructions on the screen to log
in.
Step 4: Make your selection as instructed on each screen to
select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before June 3, 2016 in order to receive in time for the Annual Meeting.

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Rapid7 Annual Meeting Notice

Rapid7’s Annual Meeting of Stockholders will be held on Monday, June 13, 2016 at 500 Boylston Street, 14th Floor, Boston, MA 02116, at 10:00 a.m. Eastern Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends a vote FOR each of the nominees listed in Proposal 1 and FOR Proposal 2:

1. To elect three Class I directors, Messrs. Corey Thomas, Timothy McAdam and J. Benjamin Nye, to hold office until the 2019 annual meeting of stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal.

2. To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

3. To conduct any other business that properly comes before the Annual Meeting (including adjournments, continuations and postponements thereof).

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares, you must vote online or request a paper copy of the proxy materials to receive a proxy card.

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Paper copies: Current and future paper delivery
requests can be submitted via the telephone, Internet or email options below.
Email copies: Current and future email delivery
requests must be submitted via the Internet following the instructions below.
If you request an email copy of current materials, you
will receive an email with a link to the materials.
PLEASE NOTE: You must use the number in the
shaded bar on the reverse side when requesting a set of proxy materials.
g	Internet – Go to www.envisionreports.com/RPD . Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting
materials and submit your preference for email or paper delivery of future meeting materials.
g	Telephone – Call us free of charge at 1-866-641-4276 or outside USA, US territories & Canada, call 1-781-575-2300 on a touch tone telephone. Standard rates will
apply and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
g	Email – Send email to investorvote@computershare.com with “Proxy Materials Rapid7” in the subject line. Include in the message your full name and address, plus
the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.
	To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by June 3, 2016.

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