Rapid7 (RPD) Proxy filing summary

Executive summary

• Entered into a Nomination and Support Agreement with JANA Partners Management, LP on March 26, 2026, to include a JANA nominee in the board slate for the 2026 annual meeting.

• JANA agrees to support the company's slate and vote in favor of specified director nominees at the 2026 annual meeting.

• JANA's ownership of company stock is capped at 19.9% without board consent, with contractual restrictions on business combinations above this threshold.

• The agreement terminates on the earlier of 30 days before the 2027 director nomination notice period or January 8, 2027.

Voting matters and shareholder proposals

• Kevin Galligan, the JANA nominee, will be included in the recommended slate for the 2026 annual meeting, with full board support and proxy solicitation.

• JANA must vote all its shares for the agreed slate of directors and not for any other nominees at the 2026 annual meeting.

Board of directors and corporate governance

• The board slate for 2026 includes the JANA nominee and ten other named directors, with any additional mutually agreed nominee.

• JANA may communicate privately with the board or management and request waivers of agreement provisions.