SecureWorks Corp. (NASDAQ:SCWX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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

(e)As described under Item 5.02 of this report, on June21, 2018, the stockholders of SecureWorks Corp. (the “Company”) voted at the Company’s 2018 annual meeting of stockholders (the “2018 annual meeting”) to approve (1) an amendment (the “plan amendment”) to the SecureWorks Corp. 2016 Long-Term Incentive Plan (the “plan”) to increase the number of shares of the Company’s Class A common stock issuable under the plan by 4,000,000 shares and (2) the material terms for payment of qualified performance-based compensation under the plan in accordance with Section 162(m) of the Internal Revenue Code.

The Company’s Board of Directors approved the plan amendment and the material terms for the payment of qualified performance-based compensation under the plan, subject to stockholder approval at the 2018 annual meeting, on May 1, 2018. The plan amendment and the material terms for the payment of qualified performance-based compensation under the plan became effective at the time of stockholder approval.

The plan provides for the grant of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, other equity-based awards and cash bonus awards to employees, officers and non-employee directors of the Company or any of its affiliates and other eligible service providers. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals.

A copy of the plan, as amended and restated as of June 21, 2018, is filed as Exhibit10.1 to this report and is incorporated by reference in this Item 5.02. The material terms of the plan as so amended and restated are described in the Company’s definitive proxy statement on Schedule14A for the 2018 annual meeting filed with the Securities and Exchange Commission on May 11, 2018 (the “2018 proxy statement”).

(a)On June21, 2018, the Company held its 2018 annual meeting. At the 2018 annual meeting, the Company’s stockholders voted on three proposals. The proposals are described in the 2018 proxy statement.

(b)As of the record date for the 2018 annual meeting, an aggregate of 81,704,535 shares of the Company’s common stock were outstanding and entitled to vote at the meeting, of which 11,704,535 shares are shares of ClassA common stock and 70,000,000 shares are shares of Class B common stock.

Each share of ClassA common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share.

The final voting results with respect to each proposal voted upon at the 2018 annual meeting are set forth below.

Proposal 1

The holders of the outstanding shares of both classes of the Company’s common stock, voting together as a single class, elected to the Company’s Board of Directors each of the nominees specified in the 2018 proxy statement to serve as a Class II director, each for a three-year term expiring at the Company’s 2021 annual meeting of stockholders and until the director’s successor is duly elected and qualified, based on the following numbers of votes:

There were no abstentions with respect to this proposal.

Proposal 2

The holders of the outstanding shares of both classes of the Company’s common stock, voting together as a single class, approved an amendment to the SecureWorks Corp. 2016 Long-Term Incentive Plan to increase the number of shares of Class A common stock issuable under the plan by 4,000,000 shares and approved the material terms for payment of qualified performance-based compensation under the plan in accordance with Section 162(m) of the Internal Revenue Code, as set forth below, based on the following numbers of votes:

Proposal 3

The holders of the outstanding shares of both classes of the Company’s common stock, voting together as a single class, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending February1, 2019, based on the following numbers of votes:

There were no broker non-votes with respect to this proposal.

(d)Exhibits

The following document is filed as an exhibit to this report:

SecureWorks Corp Exhibit
EX-10.1 2 exhibit101s-806272018.htm EXHIBIT 10.1 Exhibit Exhibit 10.1_________________________________________________SECUREWORKS CORP.2016 LONG-TERM INCENTIVE PLAN(As Amended and Restated as of June 21,…
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About SecureWorks Corp. (NASDAQ:SCWX)

Secureworks Corp., formerly SecureWorks Holding Corp., is a global provider of intelligence-driven information security solutions. The Company is focused on protecting the Company’s clients from cyber-attacks. The Company’s solutions enable companies to fortify their cyber defenses to prevent security breaches, detect malicious activity in real time, prioritize and respond to security incidents, and predict emerging threats. Through its managed security offerings, which are sold on a subscription basis, the Company provides global visibility and insight into malicious activity, enabling its clients to detect and remediate threats. Threat intelligence, which is typically deployed as part of its managed security offerings, delivers early warnings of vulnerabilities and threats along with actionable information to help prevent any adverse impact. The Company’s professional services include security and risk consulting, and incident response.