Tenable Holdings Inc.

05/14/2025 | Press release | Distributed by Public on 05/14/2025 14:40

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 14, 2025, upon the recommendation of its nominating and corporate governance committee, the Board of Directors (the "Board") of Tenable Holdings, Inc. (the "Company") increased the size of the Board to ten directors and appointed Stephen A. Vintz and Mark Thurmond to serve as directors of the Company, each effective May 14, 2025. Mr. Vintz and Mr. Thurmond will serve as Class I directors whose terms will expire at the 2028 Annual Meeting of Stockholders.
There is no arrangement or understanding between either Mr. Vintz or Mr. Thurmond and any other person pursuant to which they were selected as a director of the Company, and there is no family relationship between either Mr. Vintz or Mr. Thurmond and any of the Company's other directors or executive officers. The Company is not aware of any transaction involving either Mr. Vintz or Mr. Thurmond requiring disclosure under Item 404(a) of Regulation S-K other than as previously reported in the Company's definitive proxy statement on Schedule 14A filed with the SEC on April 3, 2025.
Biographical and other information about each of Mr. Vintz and Mr. Thurmond is included in the Company's definitive proxy statement on Schedule 14A filed with the SEC on April 3, 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2025, the Company held its 2025 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 3, 2025 (the "Proxy Statement"). Of the 120,191,047 shares outstanding as of the record date, 112,049,817 shares, or approximately 93.23%, 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 two nominees to serve as directors until the 2028 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
Votes For Votes Withheld
Linda Zecher Higgins
76,486,896 24,002,477
Niloofar Razi Howe 78,169,563 22,319,810
Broker Non-Votes: 11,560,444.
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, 2025. The votes were cast as follows:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
109,837,950 2,046,461 165,406 -
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
95,410,359 5,004,841 74,173 11,560,444
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