Tenable Holdings Reports Corporate Governance Updates

TL;DR

Tenable Holdings filed an 8-K for board changes and compensation updates.

AI Summary

On May 22, 2024, Tenable Holdings, Inc. filed an 8-K report detailing changes in its board of directors and executive compensation arrangements. The filing also includes information regarding the submission of matters to a vote of security holders and financial statement exhibits. Specific details on director departures, elections, or officer appointments were not elaborated upon in the provided text, but the report signifies routine corporate governance updates.

Why It Matters

This filing indicates changes in the company's leadership structure and compensation, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing appears to be routine corporate governance and administrative updates, not indicating immediate financial distress or significant operational shifts.

Key Players & Entities

• Tenable Holdings, Inc. (company) — Registrant
• May 22, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 6100 Merriweather Drive, Columbia, Maryland, 21044 (address) — Principal executive offices
• 410-872-0555 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share TENB The Nasdaq Stock Market
• $35,000 — rvice Retainer All Eligible Directors: $35,000 Lead Independent Director Service Reta
• $20,000 — to Eligible Director service retainer): $20,000 Committee Chair Service Retainer Chai
• $15,000 — Chairman of the Compensation Committee: $15,000 Chairman of the Nominating and Corpora
• $10,000 — ing and Corporate Governance Committee: $10,000 Chairman of the Cybersecurity Risk Man
• $12,000 — ybersecurity Risk Management Committee: $12,000 Committee Member Service Retainer (not
• $10,000 M — Chairs) Member of the Audit Committee: $10,000 Member of the Compensation Committee: $7,
• $7,500 M — Member of the Compensation Committee: $7,500 Member of the Nominating and Corporate Go
• $5,000 M — ing and Corporate Governance Committee: $5,000 Member of the Cybersecurity Risk Manageme
• $5,000 — ybersecurity Risk Management Committee: $5,000 Equity Compensation Annual Grant On
• $200,000 — accordance with FASB ASC Topic 718, of $200,000. The shares underlying the RSUs vest on

Filing Documents

• tenb-20240522.htm (8-K) — 45KB
• a05222024ex101.htm (EX-10.1) — 16KB
• 0001660280-24-000081.txt ( ) — 188KB
• tenb-20240522.xsd (EX-101.SCH) — 2KB
• tenb-20240522_lab.xml (EX-101.LAB) — 21KB
• tenb-20240522_pre.xml (EX-101.PRE) — 12KB
• tenb-20240522_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 22, 2024, the Company held its 2024 annual meeting of stockholders (the "Annual Meeting"). The stockholders considered three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2024 (the "Proxy Statement"). Of the 118,743,082 shares outstanding as of the record date, 113,034,984 shares, or approximately 95.19%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting. Proposal No. 1 : Election of three nominees to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows: Votes For Votes Withheld Arthur W. Coviello, Jr. 68,893,771 31,994,222 George Alexander Tosheff 97,448,187 3,475,385 Margaret Keane 97,985,187 2,938,385 Broker Non-Votes: 36,369,815. All nominees were elected. Proposal No. 2 : Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 111,413,896 1,546,263 74,825 — Proposal No. 3 : The advisory vote on the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The votes were cast as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 93,678,839 7,188,499 56,234 12,111,412

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Non-Employee Director Compensation Policy. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 The cover page from Tenable's 8-K filed on May 23, 2024, formatted in Inline XBRL.

SIGNATURES

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 thereunto duly authorized. TENABLE HOLDINGS, INC. Date: May 23, 2024 By: /s/ Michelle VonderHaar Michelle VonderHaar Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR