SecureWorks : 2024 Annual Report Notice and Proxy Statement

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 □
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• Preliminary Proxy Statement
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SecureWorks Corp.

(Name of Registrant as Specified In Its Charter)

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

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NOTICE OF ANNUAL MEETING AND

PROXY STATEMENT

May 15, 2024

To My Fellow Stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to SecureWorks Corp.'s 2024 Annual Meeting of Stockholders. The meeting will be held virtually on Tuesday, June 25, 2024, at 11:00 a.m., Eastern Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/SCWX2024, where you may listen to the meeting live, submit questions, and vote online.

Within the accompanying Notice of Annual Meeting to Stockholders and the proxy statement, you will find information regarding the matters to be voted on at the annual meeting. 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 February 2, 2024, 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 proxy statement or in 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 this proxy statement. Submitting your proxy or voting instructions by any of these methods will not impact 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 proxy statement or the proxy card, please contact Investor Relations at

1. 639-9191or [e-mail].

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

Sincerely,

Michael S. Dell

Chairman of the Board of Directors

SecureWorks Corp.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of SecureWorks Corp.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of SecureWorks Corp., or Secureworks, will be held virtually on Tuesday, June 25, 2024, at 11:00 a.m., Eastern Time. The annual meeting will be accessible by visiting www.virtualshareholdermeeting.com/SCWX2024, 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 II directors, each for a three-year term expiring at the 2027 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified
2. To ratify the appointment of PricewaterhouseCoopers LLP as Secureworks's independent registered public accounting firm for the fiscal year ending January 31, 2025
3. To approve, on a non-binding, advisory basis, the compensation of the named executive officers of Secureworks as disclosed in the accompanying proxy statement
4. To approve an amendment to increase the number of shares of Class A common stock issuable under the SecureWorks Corp. 2016 Long-Term Incentive Plan

Stockholders also will consider and act upon any other business that may properly come before the annual meeting or any adjournment or postponement thereof.

The holders of record of the outstanding Class A common stock and Class B common stock of Secureworks as of the close of business on April 29, 2024, 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 11:00 a.m., Eastern Time, on June 25, 2024. Please allow ample time for online check-in, which will begin at 10:45 a.m., Eastern Time, on June 25, 2024. A complete list of stockholders entitled to vote at the meeting will be available during ordinary business hours at our headquarters, located at One Concourse Parkway NE, Suite 500, Atlanta, Georgia 30328, for examination by any stockholder for at least ten days before the meeting. The list also will be available to stockholders during the annual meeting at the website listed above using the 16-digit control number shown 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, our 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 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's annual report on Form 10-K for the fiscal year ended February 2, 2024, which is our annual report to stockholders for our fiscal year 2024.

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 [phone] or [e-mail].

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

By Order of the Board of Directors

George B. Hanna

Corporate Secretary

SecureWorks Corp.

May 15, 2024

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend Secureworks's 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 (approval of the share increase amendment under the SecureWorks Corp. 2016 Long-Term Incentive Plan) 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 74 of the accompanying proxy statement.

2024 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
TABLE OF CONTENTS
Summary Information	1
Corporate Responsibility	4
Proposal 1-Electionof Directors	5
Director Classes	5
Director Nominees	5
Director Qualifications and Information	5
Directors Standing for Election	8
Continuing Directors	10
Corporate Governance	15
Director Compensation	21
Proposal 2-Ratification of Appointment of Independent Registered Public Accounting Firm	23
Proposal 3-Advisory Vote to Approve Named Executive Officer Compensation	24
Proposal 4-Approval of Share Increase Amendment Under the SecureWorks Corp.
2016 Long-TermIncentive Plan	25
How Our Plan is Designed to Protect Stockholder Interests	25
Share Authorization and Dilution	26
Summary of Material Provisions of Plan	26
Summary of Material U.S. Federal Income Tax Consequences	33
Plan Benefits	35
Equity Compensation Plan Information	36
Compensation Committee Report	37
Compensation Discussion and Analysis	38
Introduction	38
Named Executive Officers	38
Fiscal 2024 Business Highlights	38
Fiscal 2024 Executive Compensation Highlights	39
Executive Compensation Philosophy, Core Objectives and Practices	39
Stockholder Engagement and Consideration of Last Year's Say-on-Pay Vote	40
Executive Compensation Overview	41
Individual Compensation Components	42
Other Compensation Matters	47
Compensation of Executive Officers	50
Fiscal 2024 Summary Compensation Table	50
All Other Compensation Table	51
Grants of Plan-Based Awards in Fiscal 2024	52
Outstanding Equity Awards at End of Fiscal 2024	53
Option Exercises and Stock Vested	55
Stock Incentive Plan	55
Other Benefit Plans	55
Potential Payments Upon Termination of Employment or Change in Control	56
Pay Ratio Disclosure	59
Pay Versus Performance Disclosure	59
Security Ownership of Certain Beneficial Owners and Management	64
Transactions with Related Persons	67
Report of the Audit Committee	73
Questions and Answers About the Annual Meeting	74

Additional Information	82
Director Nomination Process	82
Stockholder Proposals for Next Year's Annual Meeting	83
Stockholders Sharing the Same Last Name and Address	83
Availability of the Annual Report on Form 10-K	84
Other Matters	84
Annex A - SecureWorks Corp. 2016 Long-TermIncentive Plan	A-1
Annex B - Reconciliation of Non-GAAPFinancial Measures	B-1

SECUREWORKS CORP.

PROXY STATEMENT

SUMMARY INFORMATION

This summary highlights information contained elsewhere in this proxy statement. For more details, we encourage you to review the entire proxy statement and the annual report of Secureworks on Form 10-K for the fiscal year ended February 2, 2024. In this section, fiscal year ending January 31, 2025, fiscal year ended February 2, 2024, and fiscal year ended February 3, 2023 shall be referred to as Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively.

The Notice of Internet Availability of Proxy Materials is first being distributed to stockholders on or about May 15, 2024. On or about May 15, 2024, 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 25, 2024
•	Time:	11:00 a.m., Eastern Time

• Record Date: April 29, 2024
• Webcast: The meeting can be accessed by visiting www.virtualshareholdermeeting.com/SCWX2024, where you will be able to listen to the meeting live, submit questions, and vote online.
• Voting Methods:

Submit your proxy	Submit your proxy	Submit your proxy	Submit your proxy	Submit your vote
or voting	by mobile device	or voting	or voting	online during the
instructions by		instructions by	instructions by	meeting
Internet		telephone	mail
Go to	Scan this QR code	Call the number on	Complete, sign, and	See the instructions
www.proxyvote.com	to vote with your	your proxy card or	date the proxy card	in the section
and enter the	mobile device. You	voting instruction	or voting instruction	captioned
16-digit control	will need the	form. You will need	form and mail it in	"Webcast" above
number provided on	16-digit control	the 16-digit control	the accompanying	regarding
your proxy card,	number provided on	number provided on	pre-addressed,	attendance at the
voting instruction	your proxy card,	your proxy card,	postage-paid	virtual annual
form, or Notice of	voting instruction	voting instruction	envelope	meeting to vote
Internet Availability	form, or Notice of	form, or Notice of		online. You will
of Proxy Materials.	Internet Availability	Internet Availability		need the 16-digit
	of Proxy Materials.	of Proxy Materials.		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 the most convenient, environmentally friendly, and cost-effectiveway to submit your vote.

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Meeting Proposals and Voting Recommendations

Meeting Proposal		Board Recommendation		Page
Election of the Class II director nominees specified in this proxy statement		FOR ALL NOMINEES	5
Ratification of appointment of PricewaterhouseCoopers LLP as our		FOR	23
independent registered public accounting firm for the fiscal year ending
January 31, 2025
Non-binding, advisory vote to approve named executive officer		FOR	24
compensation as disclosed in this proxy statement, or Say-on-Pay
Vote to approve the share increase amendment under the SecureWorks		FOR	25
Corp. 2016 Long-Term Incentive Plan

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 is properly brought 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 II directors, as described under ''Proposal 1-Election of Directors'' beginning on page

5. Each nominee will be elected to serve for a three-year term expiring at the 2027 Annual Meeting of Stockholders and 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 II director. Set forth below is summary information about each director nominee.

Nominee Name and		Director	Director		Current Committee
Principal Occupation	Age	Since		Class		Independent	Membership
Pamela Daley	71	2016		II	√	Audit Committee
Retired							Nominating and Governance
							Committee (Chair)
Kyle Paster	37	2020		II
Managing Director of Silver Lake

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 January 31, 2025, or Fiscal 2025. All PwC fees incurred in connection with professional services rendered to Secureworks during fiscal year ended February 2, 2024, or Fiscal 2024, and fiscal year ended February 3, 2023, or Fiscal 2023, are summarized under ''Proposal 2-Ratification of Appointment of Independent Registered Public Accounting Firm'' on page 23.

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 disclosures beginning on page

38. The Compensation Committee and the Board of Directors value the views of our stockholders and will carefully review the results of the advisory vote when considering future executive compensation matters.

Share Increase Amendment Under the SecureWorks Corp. 2016 Long-Term Incentive Plan (Proposal 4)

The Board of Directors is asking you to vote ''FOR'' the approval of an amendment to the SecureWorks Corp. 2016 Long-Term Incentive Plan to increase the number of shares of Class A common stock issuable under the plan, as described under ''Proposal 4-Approval of Share Increase Amendment under the SecureWorks Corp. 2016 Long-Term Incentive Plan'' beginning on page 25.

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Stockholder Proposals for 2025 Annual Meeting of Stockholders

• Deadline for stockholder proposals to be included in our 2025 proxy statement: January 15, 2025
• Deadline for proposed business and nominations for a director that will not be included in our 2025 proxy statement: February 25, 2025 - March 27, 2025
• Deadline for notice under the SEC's universal proxy rules for solicitation of proxies in connection with our 2025 annual meeting in support of director nominees other than the Company's nominees: April 26, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders to Be Held on Tuesday, June 25, 2024:

The accompanying notice of the 2024 Annual Meeting of Stockholders, proxy

statement, form of proxy card, and Secureworks annual report on Form 10-K for the fiscal year ended February 2, 2024 are available electronically on our website at investors.secureworks.com and at www.proxyvote.com.

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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 ethical governance practices.

• Advancing Sustainability - We acknowledge our responsibility to contribute to the health and prosperity of our teammates, our society and local communities, and our customers and partners. We reduced our carbon footprint by migrating our workloads to more efficient and sustainable public cloud environments and evolving our business solutions through Software-as-a-Service, or SaaS, delivery. After completing the migration to our public cloud model, we engaged in optimization activities for the cloud environments we deploy to ensure our usage is both efficient and effective. We also utilize a remote-friendly work environment, which allows us to further reduce our carbon footprint and gives our global teammates more flexibility and a better work-life balance. We have taken, and plan to continue taking, steps to reduce our facility footprint to further minimize our energy usage.
• Upholding Ethics - We believe that ethics and integrity are foundational for us to continue having a positive social impact. We maintain internal company policies that reflect our commitment to acting with high ethics and integrity in our operations and in every business relationship we make. We endeavor to embed ethical practices into all we do and to take responsibility for our actions, while continuing to enhance our governance practices whenever possible.
• Cultivating Inclusion - We strive for our culture to be grounded in honesty and respect, which allows us to learn from one another and permits teammates to be their true selves. We are committed to ensuring a respectful and inclusive work environment for our teammates. We encourage teammates to participate in a variety of employee resource groups, which help foster inclusion by facilitating dialogue and creating opportunities to learn and engage with those who can provide unique insights, experiences, and perspectives. We are an equal opportunity employer fully committed to supporting our culturally diverse workplace at all levels. As we continue to evolve our company and fortify our technology, we remain committed to furthering our inclusive employment policies that support diverse teammates, which we believe will foster creativity, increase collaboration, and enhance innovation.
• Community Involvement - We aim to give back to the communities where we live and work, and we believe that such actions assist us with attracting and retaining teammates. We partner with a variety of universities and inclusion-focused programs in the United States and internationally to promote STEM education for all. When humanitarian crises or other natural disasters have occurred, we have supplemented donations made by our teammates to support affected communities. Beyond financial contributions, we encourage teammates to participate in local events and provide volunteer services. We believe that our contributions make a meaningful difference in our communities throughout the year.
• Governance - In furtherance of our commitment to govern with integrity, equity, and honesty, we have established standards and practices that apply to our Board, executives, and teammates alike. The Board is tasked with overseeing the establishment and maintenance of our governance, compliance, and risk oversight processes and procedures to ensure we conduct our business with the highest standards of responsibility, ethics, and integrity. To promote excellence powered by integrity and ethical and responsible actions, each of the Board's Audit Committee, Compensation Committee, and Nominating and Governance Committee support the oversight, development, implementation, and performance of our policies and management systems to achieve compliance with applicable laws, promote best practices, and accurately assess the Company's performance against its objectives.

Additional information about our commitment to corporate responsibility may be found in our annual report on Form 10-K for Fiscal 2024.

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