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Form 8-K SecureWorks Corp For: Jun 21

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June 21, 2022 5:01 PM EDT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported):      June 21, 2022

SecureWorks Corp.
(Exact name of registrant as specified in its charter)
Delaware
001-3774827-0463349
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
One Concourse Parkway NE
Suite 500
Atlanta,
Georgia
30328
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (404) 327-6339
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, SCWXThe Nasdaq Stock Market LLC
par value $0.01 per share(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07    Submission of Matters to a Vote of Security Holders.
(a)     On June 21, 2022, the Company held its 2022 annual meeting of stockholders. At the 2022 annual meeting, the Company’s stockholders voted on four proposals. The proposals are described in the 2022 proxy statement.
(b)     As of the record date for the 2022 annual meeting, an aggregate of 84,860,324 shares of the Company’s common stock were outstanding and entitled to vote at the meeting, of which 14,860,324 shares are shares of Class A common stock and 70,000,000 shares are shares of Class B common stock.
Each share of Class A 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 2022 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 2022 proxy statement to serve as a Class III director, each for a three-year term expiring at the Company’s 2025 annual meeting of stockholders or until the director’s successor is duly elected and qualified, based on the following numbers of votes:
Director NomineeForWithheldBroker Non-Votes
Michael S. Dell704,774,1293,134,9654,097,402
Mark J. Hawkins705,376,0492,533,0454,097,402
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, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending February 3, 2023, based on the following numbers of votes:  
For Against Abstentions
711,946,14521,89738,454
There were no broker non-votes with respect to this proposal.
Proposal 3
The holders of the outstanding shares of both classes of the Company’s common stock, voting together as a single class, approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2022 proxy statement, based on the following numbers of votes:
For Against AbstentionsBroker Non-Votes
706,378,6861,529,3211,0874,097,402
Proposal 4
The holders of the outstanding shares of both classes of the Company’s common stock, voting together as a single class, designated, on a non-binding, advisory basis, “every 1 year” as the frequency with which the Company should hold future advisory votes to approve named executive officer compensation, as disclosed in the Company’s annual definitive proxy statement, based on the following numbers of votes:
For Every 1 Year
For Every 2 Years
For Every 3 Years
Abstentions
Broker Non-Votes
707,725,28950,676133,12904,097,402
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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 hereunto duly authorized.


Date:June 21, 2022SecureWorks Corp.
 By: /s/ Paul M. Parrish
Paul M. Parrish
Chief Financial Officer
(Duly Authorized Officer)

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