DEF 14A: Tenable Holdings Sets Date for 2024 Annual Stockholders' Meeting, Outlines Key Proposals

Tenable Holdings will hold its annual stockholders' meeting on May 22, 2024, to vote on director elections, auditor ratification, and executive compensation.

Summary

• Tenable Holdings will hold its 2024 Annual Meeting of Stockholders virtually on May 22, 2024.
• Stockholders of record as of March 28, 2024, are eligible to vote.
• The meeting will include voting on the election of three directors (Arthur W. Coviello, Jr., George Alexander Tosheff and Margaret Keane), ratification of Ernst & Young LLP as the independent registered public accounting firm, and an advisory vote on executive compensation.
• In 2023, Tenable achieved revenue of $798.7 million, a 17% increase year-over-year, and calculated current billings of $873.3 million, a 12% increase year-over-year.
• The company's GAAP loss from operations was $52.2 million, while non-GAAP income from operations was $121.0 million.
• Tenable's GAAP net loss was $78.3 million, and non-GAAP net income was $97.2 million.
• The company repurchased 0.4 million shares of its common stock for $14.9 million in 2023.
• The Board of Directors recommends voting 'FOR' each of the director nominees, the ratification of Ernst & Young LLP, and the advisory vote on executive compensation.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook, highlighting revenue growth and improved profitability, but also acknowledges net losses. The tone is optimistic and confident.

Positives

• Revenue increased by 17% year-over-year to $798.7 million in 2023.
• Calculated current billings increased by 12% year-over-year to $873.3 million in 2023.
• Non-GAAP income from operations improved significantly to $121.0 million in 2023.
• Unlevered free cash flow increased to $175.4 million in 2023, a 37% increase year-over-year.
• The company actively engages with its stockholders, meeting with a majority of its top 25 active investors.

Negatives

• The company reported a GAAP net loss of $78.3 million in 2023.
• Cash and cash equivalents and short-term investments decreased to $474.0 million at December 31, 2023, compared to $567.4 million at December 31, 2022.

Risks

• The proxy statement contains forward-looking statements that are subject to risks and uncertainties, as detailed in the company's Form 10-K.
• The company's future performance is subject to various risks and uncertainties described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2023 and those set forth in our future filings with the SEC.

Future Outlook

The company looks forward to continuing to build on its foundation and expanding its market leadership in exposure management and scaling its business by capturing large market opportunities in cloud security.

Management Comments

• Amit Yoran, Chairman & CEO: 'We manage our company on the simple, powerful principle that what we do matters to the world.'
• Amit Yoran, Chairman & CEO: 'Our stakeholders customers, partners, employees and investors drive our every decision.'

Industry Context

Tenable operates in the cybersecurity industry, specifically providing exposure management solutions. The company's focus on helping organizations understand and reduce cyber risk aligns with the increasing importance of cybersecurity in today's environment.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or benchmarks.
• The document does not list specific comparible companies, projects, and results.

Related Party Transactions

• Ron Schonberger, brother of CEO Amit Yoran, is employed as Senior Associate General Counsel.
• Frank Vintz, brother of CFO Stephen A. Vintz, is employed as Senior Director of Customer Success.
• Each received total cash and equity compensation in a range from $450,000 to $650,000 in 2023.

Stakeholder Impact

• The company's performance and governance practices impact shareholders, employees, customers, and partners.
• The company is committed to increasing representation in our workforce of historically underrepresented communities, cultivating a more inclusive culture and engaging more impactfully in the global communities that surround us.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce the results of the voting at the Annual Meeting and in a subsequent Form 8-K filing.

Key Dates

Keywords

proxy statement, annual meeting, stockholders, directors, executive compensation, Ernst & Young, audit committee, corporate governance, cybersecurity, Tenable