DEF 14A 1 ny20002530x1_def14a.htm DEF14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

SecureWorks Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

May 11, 2022

Dear fellow stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to SecureWorks Corp.’s 2022 Annual Meeting of Stockholders. The meeting will be held virtually on Tuesday, June 21, 2022, at 12:00 p.m., Eastern Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/SCWX2022, where you may listen to the meeting live, submit questions and vote online.

You will find information regarding the matters to be voted on in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. We are sending many of our stockholders a notice regarding the availability of this proxy statement, our Annual Report on Form 10-K for the fiscal year ended January 28, 2022 and other materials via the internet. A paper or electronic copy of these materials may be requested using one of the methods described in the accompanying proxy statement or the Notice of Internet Availability of Proxy Materials.

You may visit investors.secureworks.com to access various web-based reports, executive messages, and timely information on our global business.

Whether or not you plan to attend the annual meeting, please submit your proxy for your shares of Class A common stock or voting instructions using one of the voting methods described in the accompanying proxy statement. Submitting your proxy or voting instructions by any of these methods will not affect your right to attend the virtual meeting and vote your shares at the virtual meeting if you wish to do so.

If you have questions about the annual meeting, require assistance in submitting your proxy or voting your shares, or need additional copies of the accompanying proxy statement or the proxy card, please contact Investor Relations at (404) 639-9191 or investorrelations@secureworks.com.

If your bank, brokerage firm or other nominee holds your shares of Class A common stock, you also should contact your nominee for additional information.

Sincerely,

Michael S. Dell

Chairman of the Board of Directors

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of SecureWorks Corp.:

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders of SecureWorks Corp., or Secureworks, will be held virtually on Tuesday, June 21, 2022, at 12:00 p.m., Eastern Time. The annual meeting can be accessed by visiting www.virtualshareholdermeeting.com/SCWX2022, where you will be able to listen to the annual meeting live, submit questions and vote online. The annual meeting is being held for the following purposes:

1.	To elect to the Board of Directors the two nominees specified in the accompanying proxy statement to serve as Class III directors, each for a three-year term expiring at the 2025 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified

2.	To ratify the appointment of PricewaterhouseCoopers LLP as Secureworks’ independent registered public accounting firm for the fiscal year ending February 3, 2023

3.	To approve, on a non-binding, advisory basis, the compensation of Secureworks’ named executive officers as disclosed in the accompanying proxy statement

4.	To vote on a non-binding, advisory basis on whether Secureworks should hold a non-binding, advisory vote by stockholders to approve the compensation of Secureworks’ named executive officers every 1 year, every 2 years or every 3 years

In addition, stockholders will consider and take action upon any other business that may properly come before the annual meeting or any adjournment or postponement thereof.

The holders of record of Secureworks’ outstanding Class A common stock and Class B common stock as of the close of business on April 26, 2022, which is the record date fixed by the Board of Directors, are entitled to notice of and to vote at the annual meeting or at any adjournment or postponement thereof.

We encourage you to access the annual meeting before the start time of 12:00 p.m., Eastern Time, on June 21, 2022. Please allow ample time for online check-in, which will begin at 11:45 a.m., Eastern Time, on June 21, 2022. A complete list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder for at least ten days before the meeting during ordinary business hours at our headquarters located at One Concourse Parkway NE, Suite 500, Atlanta, Georgia 30328. In addition, the list will be available to any stockholder during the annual meeting at the meeting website listed above using the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

Whether or not you plan to attend the annual meeting, your Board of Directors urges you to read the proxy statement and submit a proxy for your shares of Class A common stock or voting instructions via the internet or by telephone, or complete, date, sign and return your proxy card or voting instruction form in the pre-addressed, postage-paid envelope provided. We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs.

This Notice of Annual Meeting of Stockholders and the proxy statement are accompanied by Secureworks’ Annual Report on Form 10-K for the fiscal year ended January 28, 2022, which is our annual report to stockholders for our 2022 fiscal year.

If a bank, brokerage firm or other nominee holds your shares of Class A common stock, you also should contact your nominee for additional information.

By Order of the Board of Directors

George B. Hanna

Corporate Secretary

May 11, 2022

TABLE OF CONTENTS

	YOUR VOTE IS IMPORTANT
	Whether or not you plan to attend Secureworks’ annual meeting, please submit your proxy or voting instructions as soon as possible. Under stock exchange rules, if you hold your shares of Class A common stock through a bank, brokerage firm or other nominee, your nominee holding shares on your behalf will NOT be able to vote your shares on Proposal 1 (election of directors), Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in the accompanying proxy statement) or Proposal 4 (advisory vote on the frequency of future advisory votes to approve named executive officer compensation) unless it receives specific instructions from you. We strongly encourage you to submit your voting instructions.
	We encourage you to submit your proxy or voting instructions via the internet. For instructions on how to submit your proxy or voting instructions and how to vote your shares, please refer to the section entitled “Questions and Answers About the Annual Meeting” beginning on page 55 of the accompanying proxy statement.

TABLE OF CONTENTS

2022 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

TABLE OF CONTENTS

Summary Information			1
Corporate Responsibility			4
Proposal 1 – Election of Directors			5
Director Classes			5
Director Nominees			5
Director Qualifications and Information			5
Directors Standing for Election			8
Continuing Directors			10
Corporate Governance			14
Director Compensation			19
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm			22
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation			23
Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation			24
Equity Compensation Plan Information			25
Compensation Committee Report			26
Compensation Discussion and Analysis			27
Introduction			27
Named Executive Officers			27
Highlights of Fiscal 2022 Performance			27
Fiscal 2022 Executive Compensation Highlights			27
Executive Compensation Philosophy, Core Objectives and Practices			28
Executive Compensation Overview			28
Individual Compensation Components			30
Other Compensation Matters			34
Compensation of Executive Officers			38
Fiscal 2022 Summary Compensation Table			38
All Other Compensation Table			39
Grants of Plan-Based Awards in Fiscal 2022			39
Outstanding Equity Awards at End of Fiscal 2022			40
Option Exercises and Stock Vested			41
Stock Incentive Plan			42
Other Benefit Plans			42
Potential Payments Upon Termination of Employment or Change in Control			42
Pay Ratio Disclosure			44
Security Ownership of Certain Beneficial Owners and Management			45
Transactions With Related Persons			48
Report of the Audit Committee			54
Questions and Answers About the Annual Meeting			55
Additional Information			64
Director Nomination Process			64
Stockholder Proposals for Next Year’s Annual Meeting			65
Stockholders Sharing the Same Last Name and Address			66
Availability of Annual Report on Form 10-K			66
Other Matters			66
Annex A – Reconciliation of Non-GAAP Financial Measures			A-1

TABLE OF CONTENTS

SECUREWORKS CORP.

PROXY STATEMENT

SUMMARY INFORMATION

This summary highlights information contained elsewhere in this proxy statement. For more complete information, we encourage you to review the entire proxy statement and Secureworks’ Annual Report on Form 10-K for the fiscal year ended January 28, 2022.

The Notice of Internet Availability of Proxy Materials is first being distributed to stockholders on or about May 11, 2022. On or about May 12, 2022, we will begin mailing a full set of proxy materials to some of our stockholders. All references to “Secureworks,” “we,” “us,” “our” and “Company” in this proxy statement refer to SecureWorks Corp.

Annual Meeting of Stockholders

•	Date:	Tuesday, June 21, 2022
•	Time:	12:00 p.m., Eastern Time
•	Record Date:	April 26, 2022
•	Webcast:	The meeting can be accessed by visiting www.virtualshareholdermeeting.com/SCWX2022, where you will be able to listen to the meeting live, submit questions and vote online.
•	Voting Methods:

Submit your proxy

or voting

instructions by

internet

Submit your proxy

by mobile device

Submit your proxy

or voting

instructions by

telephone

Submit your proxy

or voting

instructions by

mail

Submit your vote

online during the

meeting

Go to www.proxyvote.com and enter the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

Scan this QR code to vote with your mobile device. You will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

Call the number on your proxy card or voting instruction form. You will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed, postage-paid envelope.

See the instructions in the section captioned “Webcast” above regarding attendance at the virtual annual meeting to vote online. You will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs.

TABLE OF CONTENTS

Meeting Proposals and Voting Recommendations

Meeting Proposal	Board Recommendation	Page
Election of the Class III director nominees specified in this proxy statement	FOR ALL NOMINEES	5

Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2023	FOR	22

Non-binding, advisory vote to approve named executive officer compensation as disclosed in this proxy statement, or Say-on-Pay	FOR	23

Non-binding, advisory vote on whether Secureworks should hold an advisory vote by stockholders to approve the Company’s named executive officer compensation every 1, 2 or 3 years, or Say-on-Pay Frequency	FOR EVERY 1 YEAR	24

The holders of our Class A common stock and Class B common stock will vote together as a single class on these proposals and any other business that properly comes before the stockholders for a vote at the meeting.

Election of Director Nominees (Proposal 1)

The Board of Directors is asking you to vote “FOR” the election of each of the director nominees listed below to serve as Class III directors, as described under “Proposal 1 – Election of Directors.” Each nominee will be elected to serve for a three-year term expiring at the 2025 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified.

Each nominee currently serves as a member of the Board of Directors as a Class III director. Set forth below is summary information about each director nominee.

Michael S. Dell

Chairman and Chief Executive Officer of Dell Technologies Inc.

2015

III

Mark J. Hawkins

Former President and CFO Emeritus of Salesforce.com, Inc.

2016

III

√

Audit (Chair)

Compensation

Ratification of Independent Registered Public Accounting Firm (Proposal 2)

The Board of Directors is asking you to vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for the fiscal year ending February 3, 2023, or Fiscal 2023. All PwC fees incurred in connection with professional services rendered to Secureworks during our fiscal year ended January 28, 2022, or Fiscal 2022, and our fiscal year ended January 29, 2021, or Fiscal 2021, are summarized under “Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm.”

Say-on-Pay (Proposal 3)

The Board of Directors is asking you to vote, on a non-binding, advisory basis, “FOR” the approval of the compensation of our named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure beginning on page 27. The Compensation Committee and the Board of Directors value the views of the Company’s stockholders and will take the outcome of the advisory vote into account when considering future executive compensation matters.

TABLE OF CONTENTS

Say-on-Pay Frequency (Proposal 4)

The Board of Directors is asking you to vote, on a non-binding, advisory basis, on whether future non-binding, advisory votes on the compensation of our named executive officers as disclosed in the Company’s annual proxy statement should be held every 1 year, every 2 years or every 3 years. The Board of Directors unanimously recommends that stockholders vote “FOR” “Every 1 year” as the frequency with which Secureworks should hold this vote.

Stockholder Proposals for 2023 Annual Meeting of Stockholders

•	Deadline for stockholder proposals to be included in our 2023 proxy statement: January 12, 2023

•	Deadline for proposed business and nominations for director that will not be included in our 2023 proxy statement: February 21, 2023 – March 23, 2023

•	Deadline for notice under the SEC’s universal proxy rules for solicitation of proxies in connection with our 2023 annual meeting in support of director nominees other than the Company’s nominees: April 22, 2023

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to Be Held on Tuesday, June 21, 2022:

The accompanying notice of the 2022 Annual Meeting of Stockholders,

proxy statement, form of proxy card and Secureworks Annual Report on Form 10-K

for the fiscal year ended January 28, 2022, are available electronically

on our website at investors.secureworks.com

and at www.proxyvote.com.

TABLE OF CONTENTS

CORPORATE RESPONSIBILITY

We strive to create a positive and lasting impact in our communities and within our society at large by advancing sustainability, cultivating and advancing inclusion and community involvement, and maintaining a strong commitment to ethics. We also recognize that effective governance is an essential part of our corporate responsibility strategy.

•

Advancing Sustainability – We acknowledge that we have a responsibility to contribute to the health and prosperity of our society and our customers, suppliers and communities. We are reducing our carbon footprint by migrating our workloads to a more efficient and sustainable public cloud / SaaS environment. We also believe an efficient office footprint contributes to reducing our carbon footprint. To this end, we regularly analyze our facility usage to better rationalize our space needs.

•

Upholding Ethics – Ethics and integrity help us establish a strong foundation for positive social impact. Our internal policies reflect our commitment to acting ethically and with integrity in our own operations and all our business relationships. We endeavor to embed ethical practices in all that we do and to take ownership for our actions, while enhancing wherever and whenever possible.

•

Cultivating Inclusion – We believe that our culture should focus on respecting and celebrating teammates, learning from each other and allowing people to be themselves. Secureworks is committed to educating our teammates, enabling inclusion and enhancing diversity. To further these goals, we have created an internal work group to evolve diversity and inclusion programs, which supports our continued efforts to create an inclusive work environment. Additionally, we actively celebrate our employees’ diverse backgrounds throughout the year and strive to use more inclusive language within our business. We encourage employees to participate in a variety of employee resource groups, which help foster inclusion by facilitating dialogue and creating opportunities to learn and engage with others who can provide valuable insights, experience and perspective. Our commitment to diversity and inclusion starts at the top, with a highly skilled and diverse Board of Directors. As of the date of this proxy statement, three of our six directors qualify as “Diverse” under the board diversity rule adopted by the Nasdaq Stock Market, or Nasdaq. In Fiscal 2021, we instituted a talent acquisition policy aimed at ensuring that at least one candidate from an underrepresented group is included in external candidate interview slates, including at the executive officer level. We believe diversity helps foster creativity, increases collaboration and enhances innovation as we fortify our technology; therefore, we will continue to pursue inclusive employment policies that support women and diverse members of underrepresented groups.

•

Community Involvement – We aim to give back to the communities where we live and work, and we believe that this commitment helps in our efforts to attract and retain employees. We partner with a variety of universities and inclusion-focused programs in the United States and abroad to promote STEM education for all. Beyond financial contributions, our team members participate in local events and provide volunteer services. We believe that our contributions make a meaningful difference in these communities throughout the year.

•

Governance – In our commitment to govern with integrity and honesty, while putting our customers first, we have established standards and practices to which our Board of Directors, executives and employees are obligated to adhere. The Board of Directors is tasked with overseeing the establishment and maintenance of our governance, compliance and risk oversight processes and procedures to promote conducting our business with the highest standards of responsibility, ethics and integrity. Guided by an integrated perspective and approach to corporate responsibility, the Audit Committee, Compensation Committee and Nominating and Governance Committee all support the oversight, development and implementation of policies and management systems relating to environmental, social and governance issues to promote our compliance with applicable laws and best practices and to measure our performance against objectives established under those policies and systems.

We present additional information about our commitment to corporate responsibility in our Annual Report on Form 10-K for Fiscal 2022.

TABLE OF CONTENTS

PROPOSAL 1 – ELECTION OF DIRECTORS

Upon the recommendation of our Nominating and Governance Committee, consisting exclusively of independent directors, the Board of Directors has nominated Michael S. Dell and Mark J. Hawkins for election to the Board as Class III directors at this annual meeting. Stockholders are being asked to vote for the election of the two nominees to the Board. Each nominee is currently serving as a Class III director. The directors to be elected at this annual meeting will serve a three-year term until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified.

Director Classes

As of the date of this proxy statement, our Board of Directors is composed of six members. Our certificate of incorporation provides that the number of directors will be fixed by resolution of the Board of Directors and may be no fewer than three directors or more than 15 directors.

The Board of Directors is divided into the following three classes that serve staggered three-year terms:

•	Class I directors, whose term will expire at the 2023 Annual Meeting of Stockholders

•	Class II directors, who were elected at last year’s annual meeting and whose term will expire at the 2024 Annual Meeting of Stockholders

•	Class III directors, whose term will expire at this 2022 Annual Meeting of Stockholders

The following directors currently serve on the Board of Directors:

•	Yagyensh C. (Buno) Pati and Wendy K. Thomas serve as Class I directors.

•	Pamela Daley and Kyle Paster serve as Class II directors.

•	Michael S. Dell and Mark J. Hawkins serve as Class III directors.

Directors of each class hold office until the annual meeting for the year in which their term expires (as indicated above) and until their successors are elected and qualified, subject to the prior death, resignation, retirement, disqualification or removal of a director from office. The number of directors in each class may be changed only by resolution adopted by the affirmative vote of a majority of the authorized number of directors. Any additional directorships resulting from any increase in the number of directors are required to be distributed among the three classes to ensure that the classes are as nearly equal in number as permitted by the then-authorized number of directors constituting the full Board of Directors.

Director Nominees

Each director nominee has consented to serve as a nominee, to serve as a director if elected and to be named as a nominee in this proxy statement. If any nominee is unavailable for election or unable to serve upon election, the Company’s proxy holders will vote the shares of Class A common stock for which they have received validly executed proxies for any substitute nominee proposed by the Board of Directors, unless the Board of Directors chooses to reduce the number of directors on the Board in accordance with our certificate of incorporation or to leave unfilled the resulting vacancy on the Board.

Biographical and qualification information about each nominee is included under “– Directors Standing for Election.” The Board’s recommendation of its director nominees is based on its carefully considered judgment that the qualifications and experience of the nominees, particularly in areas relevant to Secureworks’ strategy and operations, make them suitable candidates to serve on the Board.

The Board of Directors unanimously recommends a vote “FOR” each of the Board’s nominees for Class III director.

Director Qualifications and Information

Director Qualifications – The Board of Directors believes that, as set forth in our Corporate Governance Principles, individuals who serve on the Board should have demonstrated notable or significant achievements in business, education or public service; should possess the requisite intelligence, education, experience and judgment to make a significant contribution to the Board and bring a range of skills, diverse perspectives and

TABLE OF CONTENTS

backgrounds to its deliberations; and should have the highest standards of ethics and integrity, a strong sense of professionalism and intense dedication to serving the interests of our stockholders. The following are qualifications, experience and skills for Board members that are important to our business and our future:

•

Leadership Experience – Secureworks seeks directors who demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives, and broad business insight to the Company. They demonstrate practical management experience, skills for managing change and deep knowledge of industries, geographies and risk management strategies relevant to the Company. They have experience in identifying and developing our current and future leaders.

•

Industry Experience – Secureworks also seeks directors who have relevant industry experience. We value experience in our high-priority areas, including new or expanding services and solutions, client segments or geographies, organic and inorganic growth strategies and existing and new technologies; deep or unique understanding of Secureworks’ business environments; and experience with, exposure to or reputation among a broad subset of our client base.

•	Financial Experience – Secureworks believes that all directors should possess an understanding of finance and related corporate reporting processes. We also seek directors who qualify as “audit committee financial experts,” as defined in the SEC’s rules, for service on the Audit Committee.

•

International Experience – Secureworks seeks directors with a global mindset and experience in emerging markets to help guide our growth. In addition, we seek directors with operational experience to understand the competitive dynamics of our business strategy and execution and key business processes.

•

Diversity of Background – A current strength of the Board stems from the diversity of perspectives and understanding that arises from discussions involving individuals of varied backgrounds and experience. While the Board of Directors has not established any formal diversity policy to be used to identify director nominees, when assessing a candidate’s background and experience, the Nominating and Governance Committee takes into consideration a broad range of factors, including a candidate’s gender, age, race and ethnicity. The Board seeks to include in the pool from which director nominees are chosen highly qualified diverse candidates. Although the Board of Directors has not established a formal diversity policy to identify nominees, in compliance with the Nasdaq board diversity rule, we have obtained self-identifying information from our Board of Directors and have determined that three of our six directors qualify as “Diverse” under the rule, as discussed below under “— Board Diversity Matrix.”

Director Matrix – The Nominating and Governance Committee evaluates, selects and recommends to the full Board of Directors qualified candidates for election or appointment to the Board. The following matrix outlines specific qualifications and attributes through which our directors bring to the Board a diversity of experience, background and international perspective and enables the committee to identify areas of expertise and experience that may benefit the Board of Directors in the future as well as gaps in those areas that may arise as directors retire. The matrix below shows how the current directors (including the nominees for election at this annual meeting) contribute the various skills, experiences and perspectives that the Board and the Nominating and Governance Committee consider important.

Pamela Daley

Michael S. Dell

Kyle Paster

Mark J. Hawkins

Yagyensh C. (Buno) Pati

Wendy K. Thomas

TABLE OF CONTENTS

Board Diversity Matrix — To qualify as “Diverse” under the Nasdaq board diversity rule, a director must self-identify as “Female,” as an “Underrepresented Minority” or as “LGBTQ+,” as those terms are defined in the rule. The Board Diversity Matrix below shows the self-identifying characteristics provided by members of the Board of Directors as of May 1, 2022, which is unchanged from January 28, 2022, the end of our most recent fiscal year.

Board Diversity Matrix (As of May 1, 2022)

Total Number of Directors

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black