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): March 6, 2017
SecureWorks Corp.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-37748 | | 56-2015395 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
On March 6, 2017, the Compensation Committee of the Board of Directors of SecureWorks Corp. (the “Company”) approved the Company’s adoption of new forms of award agreement for performance stock unit awards (“PSUs”) and performance-based restricted stock awards to be granted by the Company to certain officers and employees under the SecureWorks Corp. 2016 Long-Term Incentive Plan. The award agreements provide that the PSUs and restricted stock awards will be earned upon the achievement of the individual and/or corporate performance goals that will be specified in the applicable award agreement at the time of grant and will thereafter vest in accordance with the vesting schedule set forth in such award agreement, contingent upon the recipient continuing in service with the Company or its affiliates on each vesting date.
The foregoing description of the forms of award agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such forms, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
The following documents are herewith filed as exhibits to this report:
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Form of Performance-Based Restricted Stock Agreement for Executives under the SecureWorks Corp. 2016 Long-Term Incentive Plan |
| |
| 10.2 | | Form of Performance Stock Unit Agreement for Executives under the SecureWorks Corp. 2016 Long-Term Incentive Plan |
- 2 -
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: March 10, 2017 | | | | SecureWorks Corp. |
| | | |
| | | | By: | | /s/ R. Wayne Jackson |
| | | | | | R. Wayne Jackson |
| | | | | | Chief Financial Officer |
| | | | | | (Duly Authorized Officer) |
- 3 -
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Form of Performance-Based Restricted Stock Agreement for Executives under the SecureWorks Corp. 2016 Long-Term Incentive Plan |
| |
| 10.2 | | Form of Performance Stock Unit Agreement for Executives under the SecureWorks Corp. 2016 Long-Term Incentive Plan |
