---
schema_version: "secwatch.filing_event.v1"
accession: "0001660280-23-000088"
form_type: "8-K"
ticker: "TENB"
cik: "0001660280"
company_name: "Tenable Holdings, Inc."
filed_at: "2023-05-31T23:59:59+00:00"
generated_at: "2026-06-14T10:34:57.865339+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# Tenable holds annual meeting, elects directors; board adopts 2023 director compensation

## Summary
- Shareholders elected John C. Huffard, Jr., A. Brooke Seawell, and Raymond Vicks, Jr. as directors.
- Ratification of Ernst & Young as independent auditor received 108,270,622 votes for, 258,926 against.
- Advisory say-on-pay proposal passed: 89,494,882 for, 9,317,315 against, 9,756,166 broker non-votes.
- Non-employee directors to receive $35,000 cash retainer plus committee fees ranging $4,000–$20,000.
- Each eligible director granted 5,201 RSUs vesting at first anniversary or next annual meeting.

## SEC filing metadata
- accession: 0001660280-23-000088
- form_type: 8-K
- ticker: TENB
- cik: 0001660280
- company_name: Tenable Holdings, Inc.
- filed_at: 2023-05-31T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1660280/000166028023000088/0001660280-23-000088-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1660280/000166028023000088/tenb-20230524.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001660280-23-000088
- JSON: https://secwatch.observer/filing/0001660280-23-000088.json
- Plain text: https://secwatch.observer/filing/0001660280-23-000088.txt

## Key facts
- Shareholder Votes
  Tenable Holdings, Inc. shareholders approved Election of three nominees to serve as directors until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified. at the 2023-05-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Proposal No. 1 : Election of three nominees to serve as directors until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows: Votes For Votes Withheld John C. Huffard, Jr. 63,959,972 34,918,150 A. Brooke Seawell 63,826,461 35,051,661 Raymond Vicks, Jr. 67,163,018 31,715,104 Broker Non-Votes: 9,756,166. All nominees were elected.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1660280/000166028023000088/0001660280-23-000088-index.htm
- Shareholder Votes
  Tenable Holdings, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-05-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Proposal No. 2 : Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes were cast as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 108,270,622 258,926 104,740 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1660280/000166028023000088/0001660280-23-000088-index.htm
- Shareholder Votes
  Tenable Holdings, Inc. shareholders approved Advisory vote on the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. at the 2023-05-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Proposal No. 3 : The advisory vote on the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The votes were cast as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 89,494,882 9,317,315 65,925 9,756,166
  evidence_url: https://www.sec.gov/Archives/edgar/data/1660280/000166028023000088/0001660280-23-000088-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.