Tenable Holdings, Inc. Schedules 2024 Annual Meeting of Stockholders

Ticker: TENB · Form: DEF 14A · Filed: Apr 11, 2024 · CIK: 1660280

Tenable Holdings, Inc. DEF 14A Filing Summary
FieldDetail
CompanyTenable Holdings, Inc. (TENB)
Form TypeDEF 14A
Filed DateApr 11, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$873.3 m, $175.4 m, $243.8 million, $100 million, $798.7 m
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Tenable Holdings, Executive Compensation, Auditor Ratification

TL;DR

<b>Tenable Holdings, Inc. will hold its 2024 Annual Meeting of Stockholders on May 22, 2024, to vote on director elections, auditor ratification, and executive compensation.</b>

AI Summary

Tenable Holdings, Inc. (TENB) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. Annual Meeting scheduled for May 22, 2024, via webcast. Record date for stockholders is March 28, 2024. Board recommends FOR election of nominees Arthur W. Coviello, Jr., George Alexander Tosheff, and Margaret Keane. Board recommends FOR ratification of Ernst & Young LLP as independent auditor for FY 2024. Board recommends FOR advisory approval of Named Executive Officer compensation.

Why It Matters

For investors and stakeholders tracking Tenable Holdings, Inc., this filing contains several important signals. This filing is a Definitive Proxy Statement (DEF 14A) detailing the agenda and board recommendations for the upcoming annual shareholder meeting. Key decisions regarding the composition of the Board of Directors, the company's independent auditor, and executive compensation will be made by shareholders.

Risk Assessment

Risk Level: low — Tenable Holdings, Inc. shows low risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Shareholders should review the director nominees, auditor ratification, and executive compensation proposals before the May 22, 2024 meeting.

Key Numbers

  • 2024-05-22 — Annual Meeting Date (Date of the Annual Meeting of Stockholders)
  • 2024-03-28 — Record Date (Record date for stockholders eligible to vote)
  • 2024-12-31 — Fiscal Year End (Fiscal year for which auditor is being ratified)

Key Players & Entities

  • Tenable Holdings, Inc. (company) — Registrant
  • Arthur W. Coviello, Jr. (person) — Director nominee
  • George Alexander Tosheff (person) — Director nominee
  • Margaret Keane (person) — Director nominee
  • Ernst & Young LLP (company) — Independent registered public accounting firm

FAQ

When did Tenable Holdings, Inc. file this DEF 14A?

Tenable Holdings, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Tenable Holdings, Inc. (TENB).

Where can I read the original DEF 14A filing from Tenable Holdings, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Tenable Holdings, Inc..

What are the key takeaways from Tenable Holdings, Inc.'s DEF 14A?

Tenable Holdings, Inc. filed this DEF 14A on April 11, 2024. Key takeaways: Annual Meeting scheduled for May 22, 2024, via webcast.. Record date for stockholders is March 28, 2024.. Board recommends FOR election of nominees Arthur W. Coviello, Jr., George Alexander Tosheff, and Margaret Keane..

Is Tenable Holdings, Inc. a risky investment based on this filing?

Based on this DEF 14A, Tenable Holdings, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement with no immediate financial or operational disclosures that would indicate high risk.

What should investors do after reading Tenable Holdings, Inc.'s DEF 14A?

Shareholders should review the director nominees, auditor ratification, and executive compensation proposals before the May 22, 2024 meeting. The overall sentiment from this filing is neutral.

How does Tenable Holdings, Inc. compare to its industry peers?

Tenable Holdings operates in the software industry, specifically focusing on cybersecurity solutions.

Are there regulatory concerns for Tenable Holdings, Inc.?

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

Tenable Holdings operates in the software industry, specifically focusing on cybersecurity solutions.

Regulatory Implications

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the biographies and qualifications of the director nominees.
  2. Evaluate the rationale for ratifying Ernst & Young LLP as the independent auditor.
  3. Analyze the disclosed compensation for Named Executive Officers.

Key Dates

  • 2024-05-22: Annual Meeting of Stockholders — Shareholders will vote on director nominees, auditor ratification, and executive compensation.
  • 2024-03-28: Record Date — Establishes the list of shareholders eligible to vote at the Annual Meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine proxy statement for an annual meeting, and does not contain comparative financial data from a previous filing.

Filing Stats: 4,719 words · 19 min read · ~16 pages · Grade level 12.8 · Accepted 2024-04-11 16:41:41

Key Financial Figures

  • $873.3 m — ivered: Calculated current billings of $873.3 million, a 12% increase year-over-year*
  • $175.4 m — over-year* Unlevered free cash flow of $175.4 million, a 37% increase year-over-year*
  • $243.8 million — identities, for total consideration of $243.8 million. Received numerous awards and distinct
  • $100 million — the repurchase of up to an aggregate of $100 million of our common stock. Revenue was $798.
  • $798.7 m — llion of our common stock. Revenue was $798.7 million, a 17% increase year-over-year.
  • $52.2 m — er-year. GAAP loss from operations was $52.2 million, compared to $67.8 million in 202
  • $67.8 million — erations was $52.2 million, compared to $67.8 million in 2022. Non-GAAP income from operatio
  • $121.0 m — 2. Non-GAAP income from operations was $121.0 million, compared to $67.7 million in 202
  • $67.7 million — rations was $121.0 million, compared to $67.7 million in 2022. GAAP net loss was $78.3 milli
  • $78.3 m — 7.7 million in 2022. GAAP net loss was $78.3 million, compared to $92.2 million in 202
  • $92.2 million — net loss was $78.3 million, compared to $92.2 million in 2022. GAAP net loss per share was $
  • $0 — n in 2022. GAAP net loss per share was $0.68, compared to $0.83 in 2022. Non-GAA
  • $0.83 — t loss per share was $0.68, compared to $0.83 in 2022. Non-GAAP net income was $97.2
  • $97.2 m — $0.83 in 2022. Non-GAAP net income was $97.2 million, compared to $44.3 million in 202
  • $44.3 million — t income was $97.2 million, compared to $44.3 million in 2022. Non-GAAP diluted earnings per

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 42

Executive Compensation

Executive Compensation 45 Executive Summary 45

Executive Compensation Philosophy and Objectives

Executive Compensation Philosophy and Objectives 48 Compensation Elements 50 Compensation-Setting Process 59 Employment Arrangements 61 Post-Employment Compensation 62 Other Compensation Policies 62 Tax and Accounting Considerations 63 Summary Compensation Table 64 Grants of Plan-Based Awards 65 Outstanding Equity Awards 66 Options Exercised and Stock Vested 67 Employment Agreements with Our Named Executive Officers 68 Potential Payments Upon Termination or Change in Control 69 CEO Pay Ratio 70 Pay versus Performance 72 Director Compensation 76 Securities Authorized for Issuance Under Equity Compensation Plans 78 Transactions With Related Persons and Indemnification 79 Related-Person Transactions Policy and Procedures 79 Certain Related Person Transactions 79 Indemnification 80 Householding of Proxy Materials 81 4 Other Matters 82 Appendix: Reconciliation of Non-GAAP Measures 83 Cautionary Note Regarding Forward-Looking Statements This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding performance, events, developments or achievements that we expect or anticipate will occur in the future, including statements expressing our general views about future operating results and our corporate social responsibility and diversity and inclusion progress, plans and goals, are forward-looking statements. The inclusion of environmental, diversity and social-related statements is not an indication that these are material to investors or required to be disclosed in our filings with the SEC. In addition, such statements may be based on standards for measuring progress that are still developing, processes that continue to evolve and assumptions that are subject to change in the future. Forward-looking statements are subject to certain ris

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