Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As described under Item 5.07 of this report, on June 21, 2021, the
stockholders of SecureWorks Corp. (the "Company") voted at the Company's 2021
annual meeting of stockholders (the "2021 annual meeting") to approve an
amendment (the "plan amendment") to the SecureWorks Corp. 2016 Long-Term
Incentive Plan, as amended and restated (the "plan"), to increase the number of
shares of the Company's Class A common stock issuable under the plan by
5,000,000 shares.
The Company's Board of Directors approved the plan amendment, subject to
stockholder approval at the 2021 annual meeting, on March 15, 2021. The plan
amendment became effective at the time of stockholder approval.
The plan provides for the grant of incentive and nonqualified stock options,
stock appreciation rights, restricted stock, restricted stock units, deferred
stock units, unrestricted stock, dividend equivalent rights, other equity-based
awards and cash bonus awards to employees, officers and non-employee directors
of the Company or any of its affiliates and other eligible service providers.
Any of these awards may, but need not, be made as performance incentives to
reward attainment of annual or long-term performance goals.
A copy of the plan, as amended and restated as of June 21, 2021, is filed as
Exhibit 10.1 to this report and is incorporated by reference in this Item 5.02.
The material terms of the plan as so amended and restated are described in the
Company's definitive proxy statement on Schedule 14A for the 2021 annual meeting
filed with the Securities and Exchange Commission on May 11, 2021 (the "2021
proxy statement").
Item 5.07  Submission of Matters to a Vote of Security Holders.
(a)   On June 21, 2021, the Company held its 2021 annual meeting of
stockholders. At the 2021 annual meeting, the Company's stockholders voted on
three proposals. The proposals are described in the 2021 proxy statement.
(b)   As of the record date for the 2021 annual meeting, an aggregate of
83,549,707 shares of the Company's common stock were outstanding and entitled to
vote at the meeting, of which 13,549,707 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 2021
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 2021 proxy statement to serve as
a Class II director, each for a three-year term expiring at the Company's 2024
annual meeting of stockholders or until the director's successor is duly elected
and qualified, based on the following numbers of votes:
                                                                           Broker
                Director Nominee             For           Withheld       Non-Votes
                Pamela Daley             707,090,065       2,043,356      2,863,387
                Kyle Paster              706,655,935       2,477,486      2,863,387


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 January 28, 2022, based on
the following numbers of votes:
                           For             Against        Abstentions
                       711,988,084          6,826            1,898


There were no broker non-votes with respect to this proposal.


                                       2
--------------------------------------------------------------------------------

Proposal 3
The holders of the outstanding shares of both classes of the Company's common
stock, voting together as a single class, approved an amendment to the
SecureWorks Corp. 2016 Long-Term Incentive Plan, as amended and restated, to
increase the number of shares of Class A common stock issuable under the plan by
5,000,000 shares, as set forth below, based on the following numbers of votes:
                  For             Against        Abstentions        Broker Non-Votes
              708,958,588         173,833           1,000              2,863,387

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits. The following documents are herewith filed as exhibits to this
report:

Exhibit No.                Exhibit Description

        10.1                 SecureWorks Corp. 2016 Long-Term Incentive

Plan, as amended and restated


                           as of June 21, 2021.
        104                Cover Page Interactive Data File (the cover page 

XBRL tags are embedded


                           within the Inline XBRL document, which is contained in Exhibit 101).



                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses