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Definitive Proxy Statement

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1.

To elect to the Board of Directors the two nominees specified in the accompanying proxy statement to serve as Class I directors, each for a three-year term expiring at the 2023 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 January 29, 2021

Q:

Why am I receiving these materials?

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What information is contained in these materials?

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our notice of the annual meeting of stockholders;

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our proxy statement for the annual meeting; and

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our Annual Report on Form 10-K for our fiscal year ended January 31, 2020, or Fiscal 2020, which includes our audited consolidated financial statements and which is our annual report to stockholders for the fiscal year.

Q:

Why might I have received a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

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Why did some stockholders not receive a Notice in the mail?

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How do I access the proxy materials or request a paper or electronic copy if I received a Notice?

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What proposals will be voted on at the annual meeting?

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Proposal 1 - To elect to the Board of Directors the two nominees specified in this proxy statement as Class I directors, each for a three-year term expiring at the 2023 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified

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Proposal 2 - To ratify the appointment of PwC as Secureworks’ independent registered public accounting firm for the fiscal year ending January 29, 2021

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How does the Board of Directors recommend that I vote on these proposals?

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“FOR” the election of each of the Board’s director nominees, as described in Proposal 1

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“FOR” the ratification of the appointment of PwC as Secureworks’ independent registered public accounting firm for the fiscal year ending January 29, 2021, as described in Proposal 2

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Who is entitled to vote at the annual meeting?

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What constitutes a quorum for the annual meeting?

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How many shares may be voted at the annual meeting?

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Class A common stock, of which 12,119,947 shares are outstanding as of the record date

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Class B common stock, of which 70,000,000 shares are outstanding as of the record date

Q:

What shares may I vote and what are the voting rights of the holders of Secureworks’ common stock?

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Each share of Class A common stock is entitled to one vote per share.

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Each share of Class B common stock is entitled to ten votes per share.

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What is the difference between a “stockholder of record” and a “beneficial owner”?

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Stockholder of Record: If you hold shares directly in your name on records maintained by Secureworks’ transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the “stockholder of record” with respect to those shares. The proxy materials or Notice have been sent directly to you by Secureworks, and you may submit a proxy and vote those shares in the manner described in this proxy statement.

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Beneficial Owner: If your shares of Class A common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name.” The proxy materials (or a Notice, if applicable) are being forwarded to you by your nominee along with a voting instruction form. You may use the voting instruction form to direct your nominee on how to vote your shares using one of the methods described on the voting instruction form.

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May I attend the annual meeting? What do I need in order to attend the meeting?

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Why is the annual meeting a virtual, online meeting?

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How may I vote my shares at the virtual annual meeting?

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How may I vote my shares without attending the annual meeting?

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If you received a Notice by mail: You may access the proxy materials and voting instructions electronically over the internet via the web address provided in the Notice. To access the materials and to submit your proxy or voting instructions, you will need the 16-digit control number provided in the Notice you received in the mail. You may submit your proxy or voting instructions by following the instructions in the Notice or on the proxy voting website.

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If you received the proxy materials by e-mail: You may access the proxy materials and voting instructions electronically over the internet via the web address provided in the e-mail. To submit your proxy or voting instructions, you will need the 16-digit control number provided in the e-mail. You may submit your proxy or voting instructions by following the instructions in the e-mail or on the proxy voting website.

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If you received the proxy materials by mail: You may submit your proxy or voting instructions by following the instructions provided on the proxy card or voting instruction form. If you submit your proxy or voting instructions via the internet or by telephone, you will need the 16-digit control number provided on the proxy card or voting instruction form. If you submit your proxy or voting instructions by mail, please complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed, postage-paid envelope.

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What is the deadline for submitting a proxy or voting instructions via the internet or by telephone?

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May I revoke my proxy or voting instructions before my shares are voted at the annual meeting?

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Yes. Stockholders generally have the right to revoke their proxy or voting instructions before their shares are voted at the annual meeting, subject to the voting deadlines described in the answer to the immediately preceding question. Your attendance at the annual meeting will not automatically revoke your proxy unless you vote at the meeting or file a written notice with the Corporate Secretary of Secureworks requesting that your prior proxy be revoked, as described below.

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Stockholders of Record: If you are a stockholder of record, you may revoke a proxy by:

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signing another proxy card with a later date and delivering it to an officer of the Company before the annual meeting;

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submitting a later proxy via the internet or by telephone before 11:59 p.m., Eastern Time, on June 17, 2020;

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providing written notice of your revocation to our Corporate Secretary at SecureWorks Corp., One Concourse Parkway NE, Suite 500, Atlanta, Georgia 30328, Attn: Corporate Secretary; or

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voting online at the annual meeting.

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Beneficial Owners: If you are a beneficial owner of shares of Class A common stock held through a bank, brokerage firm or other nominee, you may submit new voting instructions by:

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submitting new voting instructions in the manner stated in the voting instruction form; or

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voting your shares online at the annual meeting (you may vote the shares you beneficially own through the online voting platform under a legal proxy from your bank, broker or other nominee and are not required to take any additional action to obtain a legal proxy).

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How do I elect to receive future proxy materials electronically?

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What does it mean if I receive more than one proxy card or voting instruction form?

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How will my shares be voted if I submit my proxy or voting instruction form but do not provide specific voting instructions in the proxy or voting instruction form I submit?

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Stockholders of Record: If you sign and submit a proxy to Secureworks but do not indicate any voting instructions, your shares will be voted as follows:

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“FOR” the election of each director nominee specified in Proposal 1

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“FOR” Proposal 2 (ratification of appointment of independent registered public accounting firm)

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Beneficial Owners: A bank, brokerage firm or other nominee that holds shares of Class A common stock for a beneficial owner will be entitled to vote those shares without instructions from the beneficial owner on matters that are considered “routine” in nature. The ratification of the appointment of PwC as Secureworks’ independent registered public accounting firm for the fiscal year ending January 29, 2021 in Proposal 2 is the only proposal to be acted on at the annual meeting that is considered “routine.” Unless instructed by the beneficial owner on how to vote, a bank, brokerage firm or other nominee is not entitled to vote the shares it holds for a beneficial owner on any proposal that is considered “non-routine,” which for the annual meeting is Proposal 1 (election of directors).

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What vote is required to approve each of the proposals?

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What effect do abstentions and broker non-votes have on the proposals?

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Abstentions: Abstentions will have no effect on the outcome of the vote on Proposal 1 (election of directors). Abstentions will have the same effect as a vote against Proposal 2 (ratification of appointment of independent registered public accounting firm).

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Broker non-votes: There are not expected to be any broker non-votes with respect to voting on Proposal 2 (ratification of appointment of independent registered public accounting firm). Broker non-votes will have no effect on the outcome of the vote on Proposal 1 (election of directors). A “broker non-vote” occurs when (1) the beneficial owner of shares held through a bank, brokerage firm or other nominee in “street name” does not give the nominee specific voting instructions on the matter, (2) the proposal being voted on is a matter that is considered “non-routine” in nature and (3) there is at least one “routine” proposal being voted on at the same meeting. If you are a beneficial owner of Class A common stock and do not submit any voting instructions to your bank, brokerage firm or other nominee, your nominee may exercise its discretion to vote your shares on Proposal 2, because that proposal is considered “routine.” However, a nominee is not entitled to vote the shares it holds for a beneficial owner on any “non-routine” proposals. Therefore, if you do not provide specific voting instructions to your nominee, and if your shares are voted as directed by your nominee on, or your nominee abstains with respect to, Proposal 2, your shares will constitute broker non-votes with respect to Proposal 1 because this is a non-routine proposal.

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How will the voting power of the Class B common stock held by our principal stockholder affect approval of the proposals being voted on at the annual meeting?

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As indicated above, 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 holders of our Class A common stock and Class B common stock will vote together as a single class on all proposals to be acted on at the annual meeting.

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As of the record date for the annual meeting, Dell Technologies, our ultimate parent company and controlling stockholder, beneficially owned (through an indirect wholly-owned subsidiary) all of the outstanding Class B common stock, representing approximately 85.2% of the outstanding shares of our common stock, or approximately 98.3% of the total voting power of the outstanding shares of our common stock.

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What happens if additional matters are presented at the annual meeting?

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Who will count the votes?

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Where can I find the voting results of the annual meeting?

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Who will bear the cost of soliciting votes for the annual meeting?

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Are copies of the proxy materials for the annual meeting and Secureworks’ Annual Report on Form 10-K available electronically?

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How may I propose matters for inclusion in Secureworks’ proxy materials for the 2021 Annual Meeting of Stockholders or for consideration at the 2021 Annual Meeting of Stockholders, and what are the deadlines?

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What are the implications of Secureworks being an “emerging growth company”?

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What is “householding” and how does it affect me?

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What is the address of Secureworks’ principal executive offices?

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Who can help answer my other questions or help me if I need other assistance?

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Class I directors, whose term will expire at this 2020 Annual Meeting of Stockholders

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Class II directors, whose term will expire at the 2021 Annual Meeting of Stockholders

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Class III directors, who were elected at last year’s annual meeting and whose term will expire at the 2022 Annual Meeting of Stockholders

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Michael R. Cote and Yagyensh C. (Buno) Pati serve as Class I directors

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Pamela Daley and Kyle Paster serve as Class II directors

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

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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.

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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.

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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 an “audit committee financial expert,” as defined in the SEC’s rules, for service on the Audit Committee.

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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.

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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.

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Executive sessions without management and non-independent directors present are a standing Board agenda item at no fewer than two regular meetings of the Board each year. Executive sessions of the independent directors are held at any time requested by a majority of the independent directors. The agenda for each executive session focuses principally on whether management is performing its responsibilities in a manner consistent with the Board’s direction.

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The Board regularly meets with Mr. Cote without other members of management present.

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All Board committee members are independent directors. The committee chairs have authority to hold executive sessions without management and non-independent directors present.

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reviewing with our independent registered public accounting firm the scope and results of the firm’s annual audit of our financial statements;

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overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

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overseeing compliance with federal banking laws and regulations applicable to us in connection with the solutions we provide to financial institutions regulated by the member agencies of the Federal Financial Institutions Examination Council, including that agency’s examination of the Company;

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reviewing our accounting and financial reporting policies and practices and accounting controls, as well as compliance with legal and regulatory requirements;

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reviewing with our management the scope and results of management’s evaluation of our disclosure controls and procedures and management’s assessment of our internal control over financial reporting, including the related certifications to be included in the periodic reports we file with the SEC; and

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establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters, or other ethics or compliance issues.

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annually reviewing and approving our executive compensation plans, programs and policies;

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annually reviewing and recommending all forms of compensation for our chief executive officer for approval by the Board of Directors;

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annually reviewing and approving all forms of compensation for our other executive officers;

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evaluating the need for, and provisions of, employment contracts or severance arrangements for our executive officers;

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acting as administrator of our equity-based and other incentive plans;

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reviewing the compensation of our non-employee directors for service on the Board of Directors and its committees at least once each year and recommending any changes to such compensation to the Board of Directors; and

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reviewing and (except in the case of the CEO) approving our management succession plan, and discussing with the full Board the succession plan and the Company’s leadership development strategies and executive retention and diversity strategies, in each case at least annually.

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identifying and evaluating potential candidates to be considered for appointment or election to the Board of Directors;

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making recommendations to the Board of Directors regarding the selection and approval by the Board of nominees to be submitted for election by a stockholder vote;

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monitoring and reviewing any issues regarding the independence of our non-employee directors or involving potential conflicts of interest affecting these directors;

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reviewing the Board’s committee structure and composition and making recommendations annually to the Board of Directors regarding the appointment of directors to serve as members of each committee;

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reviewing our Corporate Governance Principles at least annually and recommending any changes to these principles to the Board of Directors;

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reviewing, overseeing, approving, ratifying or disapproving any transactions with related persons in accordance with Secureworks’ policy relating to these transactions; and

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periodically reviewing and approving changes to our Code of Conduct and other policies with respect to legal compliance, conflicts of interest and ethical conduct.

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The Audit Committee is responsible for the oversight of risk policies and risk monitoring and mitigation measures relating to Secureworks’ financial statements and financial reporting, major IT risk exposures (including cybersecurity risks) and compliance risk. The Audit Committee reviews and discusses with senior members of management and Secureworks’ independent registered public accounting firm significant risks to Secureworks and the steps management has taken or plans to take to minimize or manage such risks. The Audit Committee generally meets in executive session with members of senior management and the independent registered public accounting firm at regular meetings of the committee.

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The Compensation Committee monitors the risks associated with succession planning and leadership development and with our compensation plans and arrangements. In this role, the Compensation Committee evaluates the effect that Secureworks’ incentive compensation arrangements may have on risk decisions and reviews the relationship between risk management practices and compensation.

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The Nominating and Governance Committee monitors the risks related to Secureworks’ governance structure and process.

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maintains a plan to address any unexpected short-term absence of the CEO and identifies candidates who could act as interim CEO in the event of any such unexpected absence; and

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identifies potential successors to the CEO and, for internal candidates, reviews each candidate’s performance and development plan against the criteria and profile for the CEO role.

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an annual cash retainer of $35,000;

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an additional annual cash retainer for service as a member (but not chair) of the Audit, Compensation or Nominating and Governance Committee of $10,000, $6,000 or $4,000, respectively;

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an additional annual cash retainer for service as chair of the Audit, Compensation or Nominating and Governance Committee of $20,000, $12,000 or $8,000, respectively;

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an initial equity retainer upon the director’s appointment to the Board of Directors, in the form of a restricted stock unit, or RSU, award, with a value of $400,000 that will settle in shares of our Class A common stock and that will vest, subject to the director’s continued service, in three equal annual installments beginning with the first anniversary of the grant date; and

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an annual equity retainer with a value of $180,000 in each year of service, in the form of an RSU award that will vest, subject to the director’s continued service, in full on the first anniversary of the grant date.

(1)

Amounts reported in this column include compensation for committee service during Fiscal 2020.

(2)

Amounts reported in this column reflect the aggregate grant date fair value of each RSU award granted to the director during Fiscal 2020, computed in accordance with FASB ASC Topic 718. These awards represent annual equity retainer awards in the form of RSUs that settle in shares of Class A common stock. The assumptions used by us in calculating these amounts are incorporated herein by reference to Note 10 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC on March 27, 2020, which we refer to as our 2020 Form 10-K.

(3)

The table below sets forth the aggregate number of unexercised stock option awards and the aggregate number of unvested stock awards (in the form of RSUs) held by each of our independent directors that were outstanding as of January 31, 2020.

(4)

Mr. McDermott resigned from the Board of Directors effective on December 31, 2019 and, upon his resignation, forfeited his then-outstanding unvested RSUs in accordance with their terms. Under the terms of Mr. McDermott’s outstanding stock option grant, (a) the unvested portion of the grant was automatically forfeited upon his resignation, and (b) the vested portion of the grant was to expire on the 90th day after that date. Subsequent to the end of Fiscal 2020, the Compensation Committee granted an extension under which the vested portion of the option grant will expire on the later of (i) the original expiration date or (ii) the 30th day after the first date on which Mr. McDermott may exercise the vested portion of the option grant and sell the underlying shares in compliance with applicable law.

(5)

Mr. Whitehurst resigned from the Board of Directors effective on April 15, 2019 and, upon his resignation, forfeited his then-outstanding unvested RSUs and unexercised stock options in accordance with their terms. Mr. Whitehurst received no compensation for Fiscal 2020.

(a)

This category includes fees incurred for professional services rendered in connection with the audit of the annual financial statements, review of the quarterly financial statements and services that are normally provided in connection with statutory audits of international subsidiaries.

(b)

This category includes fees incurred for professional services in connection with review and testing relating to the adoption of a new accounting standard (ASC 606, “Revenue From Contracts With Customers”).

(1)

Mr. Parrish commenced employment with us as our Chief Financial Officer effective on December 9, 2019. Mr. Parrish’s annual base salary, which is $450,000, was pro-rated from his date of commencement of employment through fiscal year-end. The amount shown for Mr. Parrish includes compensation in the amount of $6,923 for consulting provided to us in December 2019 prior to Mr. Parrish’s appointment as Chief Financial Officer.

(2)

Represents a signing bonus for Mr. Parrish.

(3)

Amounts reported for Fiscal 2020 represent restricted shares of Class A common stock granted on April 2, 2019 with respect to Mr. Cote and on December 13, 2019 with respect to Mr. Parrish. The assumptions used by us in calculating these amounts are incorporated herein by reference to Note 10 to our consolidated financial statements in our 2020 Form 10-K. Amounts reported for Fiscal 2019 represent restricted shares of Class A common stock granted on March 2, 2018 with respect to Mr. Cote and on March 1, 2018 with respect to Mr. Jackson. Assuming achievement of the highest level of performance conditions, the grant date fair value of each of these awards would have been (a) for Mr. Cote, $5,987,188 and $4,806,900 for Fiscal 2020 and Fiscal 2019, respectively, and (b) for Mr. Jackson, $1,753,125 for Fiscal 2019. Mr. Parrish’s award was not subject to performance conditions.

(4)

Amounts reported for Fiscal 2020 and Fiscal 2019 represent awards earned under the SecureWorks Corp. Amended and Restated Incentive Bonus Plan described below under “- Benefit Plans - SecureWorks Corp. Amended and Restated Incentive Bonus Plan.”

(5)

The table below shows the components of all other compensation paid to our named executive officers for Fiscal 2020. The amounts shown in the benefit plans column represent the amounts paid for term life insurance coverage and wellness incentives under health and welfare plans. The amount shown in the remote work stipend column represents an allowance for home office set-up and internet access. Severance benefits shown with respect to Mr. Jackson were paid under the separation agreement and release with Mr. Jackson described below under “- Employment Agreements; Severance Arrangements - Separation Agreement with R. Wayne Jackson.” For additional information about 401(k) plan matching contributions, see “- Benefit Plans - Retirement Benefit Plans.”

(6)

Mr. Jackson’s tenure as our Chief Financial Officer ended effective on December 9, 2019. Mr. Jackson’s service with us terminated effective on January 31, 2020.

(1)

Based on the closing price per share of Class A common stock of $15.73 as of January 31, 2020 as reported on the Nasdaq Global Select Market.

(2)

Reflects options to purchase Class C common stock of Dell Technologies awarded to Mr. Cote after the completion of Dell Inc.’s going-private transaction in October 2013, as a result of which Dell Inc. became an indirect wholly-owned subsidiary of Dell Technologies. In accordance with the terms of the award agreement, a portion of the option award vested and became exercisable on October 29, 2018 upon the achievement of a specified return on the Dell Technologies equity investment.

(3)

Dell Technologies’ board of directors determined that the fair market value of a share of Class C common stock as of the grant date was equal to the merger consideration of $13.75 per share of Dell Inc. common stock paid to Dell Inc.’s public stockholders in the going-private transaction.

(4)

Reflects shares of Class A common stock subject to option awards. The grant to Mr. Cote vests ratably over a five-year period beginning on the first anniversary of the April 21, 2016 grant date. The grant to Mr. Jackson vests ratably over a four-year period beginning on the first anniversary of the April 21, 2016 grant date. Under the terms of Mr. Jackson’s stock option grant, (a) the unvested portion of the grant was automatically forfeited upon the termination of Mr. Jackson’s service with us effective on January 31, 2020, and (b) the vested portion of the grant was to expire on the 90th day after that date. Subsequent to the end of Fiscal 2020, the Compensation Committee granted an extension under which the vested portion of the option grant will expire on the later of (i) the original expiration date or (ii) the 30th day after the first date on which Mr. Jackson may exercise the vested portion of the grant and sell the underlying shares in compliance with applicable law.

(5)

Reflects shares of Class A common stock subject to time-based restricted share awards. The grant to Mr. Cote vests ratably over a five-year period beginning on the first anniversary of the April 22, 2016 grant date. The grant to Mr. Jackson vests ratably over a four-year period beginning on the first anniversary of the April 22, 2016 grant date. All unvested awards of restricted shares of Class A common stock held by Mr. Jackson were forfeited upon the termination of his service with us effective on January 31, 2020.

(6)

Reflects shares of Class A common stock subject to time-based restricted share awards. Each grant vests ratably over a three-year period beginning on the first anniversary of the March 7, 2017 grant date. See note 5 above with respect to unvested awards held by Mr. Jackson.

(7)

Reflects shares of Class A common stock subject to performance-based restricted share awards granted on March 7, 2017. Under the applicable award agreements, shares were earned in connection with the certification by the Compensation Committee on March 1, 2018 of the partial achievement of specified performance measures relating to our company. Based on the certification by the Compensation Committee, 100,793 of the 116,388 shares granted to Mr. Cote were earned, and 22,175 of the 25,606 shares granted to Mr. Jackson were earned. These earned shares vested, or were set to vest, in accordance with the terms of the award agreements in three equal installments on the first, second and third anniversary of the grant date. See note 5 above with respect to unvested awards held by Mr. Jackson.

(8)

Reflects shares of Class A common stock subject to time-based restricted share awards. Each grant vests ratably over a three-year period beginning on the first anniversary of the applicable grant date (March 2, 2018 for Mr. Cote and March 1, 2018 for Mr. Jackson). See note 5 above with respect to unvested awards held by Mr. Jackson.

(9)

Reflects shares of Class A common stock subject to performance-based restricted share awards granted on March 2, 2018 for Mr. Cote and March 1, 2018 for Mr. Jackson. Under the applicable award agreements, shares were earned in connection with the certification by the Compensation Committee on February 25, 2019 of the partial achievement of specified performance measures relating to our company. Based on the certification by the Compensation Committee, 103,040 of the 140,000 shares granted to Mr. Cote were earned, and 46,000 of the 62,500 shares granted to Mr. Jackson were earned. These earned shares vested, or were set to vest, in accordance with the terms of the award agreements in three equal installments on the first, second and third anniversary of the relevant vesting date with respect to Mr. Cote or Mr. Jackson, as the case may be. See note 5 above with respect to unvested awards held by Mr. Jackson.

(10)

Reflects shares of Class A common stock subject to time-based restricted share awards. Each grant vests ratably over a three-year period beginning on the first anniversary of the April 2, 2019 grant date.

(11)

Reflects shares of Class A common stock subject to performance-based restricted share awards granted on April 2, 2019. Under the applicable award agreement, shares were earned in connection with the certification by the Compensation Committee on February 26, 2020. Based on the certification by the Compensation Committee, 100% of the 87,500 shares granted to Mr. Cote were earned. These earned shares vested, or will vest, in accordance with the terms of the award agreements in three equal installments on the first, second and third anniversary of the grant date.

(12)

Reflects shares of Class A common stock subject to a time-based restricted stock unit award that vests ratably over a four-year period beginning on the first anniversary of the December 13, 2019 grant date.

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a violation of confidentiality obligations;

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acts resulting in being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty;

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conduct that constitutes poor performance, gross neglect, insubordination, willful misconduct, or a breach of our Code of Conduct or a fiduciary duty to Secureworks or our stockholders; or

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a determination that the executive violated laws relating to the workplace.

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a transaction or a series of related transactions in which any person, entity or group (other than Dell Technologies or its affiliates, Michael S. Dell, any entity controlled by Mr. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P. and MSDC Denali EIV, LLC, Secureworks or any affiliate of the foregoing persons or entities) becomes the beneficial owner of more than 50% of the total voting power of the Company’s common stock;

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the members of our Board of Directors who, as of April 28, 2016, constituted our Board of Directors, which we refer to as the Incumbent Board (together with any new directors elected or nominated by at least a majority of the members of the Incumbent Board then in office who either were members of the Incumbent Board or whose election or nomination for election was approved by a majority of the members of the Incumbent Board), cease to constitute a majority of the members of the Board of Directors;

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Secureworks consolidates with, or merges with or into, any entity, or any entity consolidates with, or merges with or into, Secureworks, other than any merger or consolidation in which the holders of 100% of Secureworks’ common stock or other voting capital stock immediately prior to the merger or consolidation, referred to as the Prior Stockholders, own directly or indirectly at least a majority of the voting power of the voting capital stock or other equity interests of the surviving entity in the merger or consolidation immediately after the transaction;

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a sale, lease or other transfer of all or substantially all of the assets of Secureworks and its subsidiaries, taken as a whole, to any entity or group (other than Secureworks or any of its affiliates), other than a sale, lease or other transfer in which the Prior Stockholders own at least a majority of the voting power of the voting capital stock or other equity interests of the entity or group immediately after the transaction; or

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our stockholders adopt a plan or proposal for the liquidation, winding up or dissolution of Secureworks.

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the named executive officer’s involuntary dismissal by Secureworks for reasons other than “cause” (as defined below); or

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the named executive officer’s voluntary resignation following the occurrence, without consent, of one or more of the following events (in each case referred to as “good reason”):

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a material reduction in base salary, target annual or long-term incentive compensation, or health and welfare benefits, subject to exceptions,

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a demotion of more than one job grade, or

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a relocation to a principal work location which is more than 50 miles from the named executive officer’s current work location.

(1)

Reflects payments under a confidentiality, non-solicitation and non-competition agreement between Mr. Cote and us in the event of a termination of employment without cause.

(2)

Reflects the value of accelerated equity awards in the event of an involuntary termination of employment within 12 months following a change in control of Secureworks, based on the closing price of $15.73 per share of Class A common stock as of January 31, 2020 as reported on the Nasdaq Global Select Market.

(3)

Reflects payments under our Severance Pay Plan for Executive Employees, assuming employment is terminated without cause pursuant to a workforce reduction. Payments under this plan include amounts equal to a portion of the value of certain outstanding short-term and long-term equity and non-equity incentive awards. In the event of a termination of employment without cause that is not a qualifying termination under this plan, pursuant to his confidentiality, non-solicitation and non-competition agreement with us, Mr. Parrish would receive as severance an amount equal to 12 months’ base salary ($450,000), subject to specified conditions.

(4)

Reflects payments under our Severance Pay Plan for Executive Employees, assuming employment is terminated pursuant to a workforce reduction, after giving effect under the plan to the acceleration of equity awards in the event of an involuntary termination of employment within 12 months following a change in control of Secureworks. In the event of a termination of employment that is not a qualifying termination under the plan, pursuant to his confidentiality, non-solicitation and non-competition agreement with us, Mr. Parrish would receive as severance an amount equal to 12 months’ base salary ($450,000), subject to specified conditions.

(5)

Reflects payments under the separation agreement with R. Wayne Jackson, based on the average closing price for a share of Class A common stock for the five trading days of the week prior to separation as reported on the Nasdaq Global Select Market. Payments under the agreement include amounts equal to a portion of the value of certain outstanding short-term and long-term equity and non-equity incentive awards.

(1)

Represents, as of the end of Fiscal 2020, the aggregate number of shares of Class A common stock that were issuable upon the exercise or settlement of 2,247,997 outstanding options and 2,488,308 outstanding RSUs granted under our 2016 Plan.

(2)

Weighted-average exercise prices do not reflect shares issuable in connection with the settlement of RSUs, as RSUs have no exercise price.

(3)

Represents, as of the end of Fiscal 2020, the aggregate number of shares of Class A common stock that were available for future issuance in connection with grants of options, stock appreciation rights, restricted stock, RSUs, deferred stock units, unrestricted stock, dividend equivalent rights and other equity-based awards under our 2016 Plan.

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each director and director nominee;

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each executive officer named in the Fiscal 2020 Summary Compensation Table under “Compensation of Executive Officers”;

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all of our executive officers and directors as a group; and

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each person known by us to own beneficially more than 5% of the outstanding shares of either class of our common stock.

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2,500,000,000 shares of Class A common stock, of which 12,119,947 shares were issued and outstanding as of April 23, 2020; and

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500,000,000 shares of Class B common stock, of which 70,000,000 shares were issued and outstanding as of April 23, 2020. The Class A common stock is registered under the Exchange Act and listed on the Nasdaq Global Select Market. The Class B common stock is not registered under the Exchange Act or listed on any securities exchange.

*

Less than 1%.

(1)

Represents the percentage of Class A common stock and Class B common stock beneficially owned by each stockholder included in the table based on the number of shares of each such class outstanding as of April 23, 2020 and, except as stated below, without giving effect to the conversion of any shares of Class B common stock into shares of Class A common stock, as described in the introduction to this table.

(2)

Represents shares of Class B common stock held directly by Dell Marketing L.P. Mr. Dell is the Chairman of the Board and Chief Executive Officer of Dell Technologies and, as of April 23, 2020, was the beneficial owner of Dell Technologies common stock representing a majority of the total voting power of the outstanding shares of all outstanding classes of common stock of Dell Technologies. As a result of the foregoing, Mr. Dell may be deemed to be the beneficial owner of all of the shares of our common stock beneficially owned by Dell Technologies. Shares of Class A common stock shown as beneficially owned by Mr. Dell are issuable upon conversion of the same number of shares of Class B common stock deemed to be beneficially owned by Mr. Dell. Mr. Dell’s address is One Dell Way, Round Rock, Texas 78682.

(3)

Dell Marketing L.P. is the direct owner and holder of record of all of our outstanding Class B common stock. Dell Marketing L.P. is indirectly wholly owned by Dell Technologies through directly and indirectly held wholly-owned subsidiaries of Dell Technologies, consisting of Denali Intermediate Inc., Dell Inc., Dell International L.L.C. and Dell Marketing Corp. Dell Marketing Corp. directly owns all of the outstanding membership interests of each of Dell Marketing GP L.L.C. and Dell Marketing LP L.L.C. Dell Marketing GP L.L.C. is the sole general partner of, and owns a 1% general partnership interest in, Dell Marketing L.P. Dell Marketing LP L.L.C. is the sole limited partner of, and owns a 99% limited partnership interest in, Dell Marketing L.P. The shares of our common stock beneficially owned by Dell Technologies and directly owned and held of record by Dell Marketing L.P. may be deemed to be beneficially owned by each other direct or indirect wholly-owned subsidiary of Dell Technologies described above in addition to Dell Marketing L.P. Shares of Class A common stock shown as beneficially owned by Dell Technologies and Dell Marketing L.P. are issuable upon conversion of the same number of shares of Class B common stock beneficially owned by such stockholders. The address of each of the foregoing entities is One Dell Way, Round Rock, Texas 78682.

(4)

The information concerning the Centerview Entities is based on a Schedule 13G filed with the SEC on February 13, 2017. The shares of Class A common stock shown as beneficially owned by the Centerview Entities are beneficially owned by Centerview Capital Technology Fund (Delaware), L.P., or CCTF, Centerview Capital Technology Fund-A (Delaware), L.P., or CCTFA, Centerview Capital Technology Employee Fund, L.P., or CCTE, and together with CCTF and CCTFA, referred to as the CCT Funds, Centerview Capital Technology Fund GP (Delaware), L.P., or CCTF GP, and Centerview Capital Technology Ltd., or CCT, referred to collectively as the Centerview Entities. The Centerview Entities are investment funds associated with Centerview Capital Technology, a private investment firm of which Mr. Pati serves as a partner. CCTF reports that, as of December 31, 2016, it had shared voting power and shared dispositive power over 1,216,481 shares of Class A common stock. CCTFA reports that, as of December 31, 2016, it had shared voting power and shared dispositive power over 437,536 shares of Class A common stock. CCTE reports that, as of December 31, 2016, it had shared voting power and shared dispositive power over 87,053 shares of Class A common stock. Each of CCTF GP and CCT reports that, as of December 31, 2016, it had shared voting power and shared dispositive power over 1,741,070 shares of Class A common stock. The Centerview Entities report that CCTF GP, in its capacity as the general partner of the CCT Funds, has the ability to direct the decisions regarding the voting or disposition of securities directly held by the CCT Funds. Therefore, CCTF GP may be deemed to share voting and investment power with respect to the shares of Class A common stock held by the CCT Funds. The Centerview Entities further report that CCT, in its capacity as the general partner of CCTF GP, has the power to direct the decisions of CCTF GP regarding the voting or disposition of securities directly held by the CCT Funds. Therefore, CCT may be deemed to share voting and investment power with respect to the shares of Class A common stock held by the CCT Funds. The Centerview Entities also report that CCT must consult with and obtain the consent of the investment committee for the CCT Funds (composed of David Dorman, David Handler, Edwin B. Hooper III, Yagyensh C. (Buno) Pati, Robert Pruzan and David St. Jean) with respect to all matters and decisions related to the investments of the CCT Funds. The address of each of the Centerview Entities is 600 Ramona Street, 2nd Floor, Palo Alto, California 94301.

(5)

The information concerning Neil Gagnon is based on Amendment No. 3 to Schedule 13G filed with the SEC on February 13, 2020. Mr. Gagnon reports that, as of December 31, 2019, he had sole voting power over 110,714 shares of Class A common stock, shared voting power over 935,316 shares of Class A common stock, sole dispositive power over 110,714 shares of Class A common stock and shared dispositive power over 952,030 shares of Class A common stock and beneficially owned, in aggregate, 1,062,744 shares of Class A common stock. Mr. Gagnon reports that he is the managing member and principal owner of Gagnon Securities LLC, referred to as GS, which is an investment adviser registered with the SEC under the Investment Advisers Act of 1940, referred to as the Advisers Act, and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations, partnerships

(6)

The information concerning ETF Managers Group LLC, or ETF Managers Group, is based on Amendment No. 3 to Schedule 13G filed with the SEC on August 14, 2019. ETF Managers Group reports that, as of August 12, 2019, it had sole voting power and sole dispositive power over all of the shares shown. ETF Managers Group reports that the ETFMG Cyber Security ETF, a series of the ETF Managers Trust, which is managed on a discretionary basis by ETF Managers Group, has the right or the power to direct the receipt of dividends on, or the proceeds from the sale of, the shares shown. ETF Managers Group’s address is 30 Maple Street, Suite 2, Summit, New Jersey 07091.

(7)

The information concerning The Vanguard Group is based on Amendment No. 3 to Schedule 13G filed with the SEC on February 12, 2020. The Vanguard Group reports that, as of December 31, 2019, it had sole voting power over 8,596 shares of Class A common stock, sole dispositive power over 685,943 shares of Class A common stock and shared dispositive power over 7,772 shares of Class A common stock and beneficially owned, in aggregate, 693,715 shares of Class A common stock. The Vanguard Group further reports that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 7,772 of the shares shown as a result of its serving as investment manager of collective trust accounts and that Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 824 of the shares shown as a result of its serving as investment manager of Australian investment offerings. The Vanguard Group’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(8)

The information concerning BlackRock, Inc., or BlackRock, is based on a Schedule 13G filed with the SEC on February 7, 2020. BlackRock reports that, as of December 31, 2019, it had sole voting power over 617,698 shares of Class A common stock and sole dispositive power over 654,422 shares of Class A common stock. BlackRock reports that it is a parent holding company or control person and that certain of its subsidiaries set forth on Exhibit A to the Schedule 13G acquired the securities reported on by BlackRock in the Schedule 13G. BlackRock further reports that various persons have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale, of the shares shown, and that no one person’s interest in the Company’s common stock is more than 5% of the total outstanding common stock. BlackRock’s address is 55 East 52nd Street, New York, New York 10055.

(9)

The shares of Class A common stock shown as beneficially owned by Mr. Cote include 711,346 shares of Class A common stock that Mr. Cote either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after April 23, 2020 and 734,670 restricted shares of Class A common stock which are subject to vesting. Mr. Cote’s address is c/o SecureWorks Corp., One Concourse Parkway NE Suite 500, Atlanta, Georgia 30328.

(10)

The shares of Class A common stock shown as beneficially owned by Ms. Daley include 48,143 shares of Class A common stock that Ms. Daley either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after April 23, 2020 and 12,640 shares of Class A common stock issuable pursuant to RSUs vesting as of or within 60 days after April 23, 2020. Ms. Daley shares with her spouse voting power and investment power over the shares of Class A common stock shown as beneficially owned by Ms. Daley.

(11)

Mr. Durban resigned from the Board of Directors effective on May 7, 2020. Kyle Paster was elected as a director by the Board of Directors effective on the same date to fill the vacant directorship resulting from Mr. Durban’s resignation.

(12)

The shares of Class A common stock shown as beneficially owned by Mr. Hawkins include 48,143 shares of Class A common stock that Mr. Hawkins either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after April 23, 2020 and 12,640 shares of Class A common stock issuable pursuant to RSUs vesting as of or within 60 days after April 23, 2020.

(13)

The shares of Class A common stock shown as beneficially owned by Mr. Jackson include 176,881 shares of Class A common stock that Mr. Jackson may acquire upon the exercise of vested stock options. Mr. Jackson ceased his service with the Company effective on January 31, 2020 and forfeited his then-outstanding unvested stock options and unvested restricted shares of Class A common stock in accordance with their terms. See note 4 under “Compensation of Executive Officers - Outstanding Equity Awards at End of Fiscal 2020” for information about Mr. Jackson’s vested stock options.

(14)

The shares of Class A common stock shown as beneficially owned by Mr. Pati include 49,916 shares of Class A common stock that Mr. Pati either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after April 23, 2020 and 12,640 shares of Class A common stock issuable pursuant to RSUs vesting as of or within 60 days after April 23, 2020.

(15)

The shares shown as beneficially owned by all executive officers and directors as a group include 912,578 shares of Class A common stock that directors and executive officers either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after April 23, 2020, 734,670 restricted shares of Class A common stock granted in the aggregate to the executive officers under the SecureWorks Corp. 2016 Long-Term Incentive Plan which are subject to vesting, 37,920 shares of Class A common stock issuable pursuant to RSUs vesting as of or within 60 days after April 23, 2020 and all of the shares of our outstanding common stock beneficially owned by Mr. Dell. Excluding the shares of our common stock beneficially owned by Mr. Dell, the percentage of shares of Class A common stock beneficially owned by all executive officers and directors as a group is 19.0%, and the percentage of the combined voting power of both classes of our outstanding common stock represented by the shares of Class A common stock beneficially owned by all executive officers and directors as a group is less than 1.0%.

•

reviewed and discussed with the Company’s management the audited consolidated financial statements for the fiscal year ended January 31, 2020;

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discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;

•

received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence from the Company; and

•

based on the review and discussions referred to herein, recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020 for filing with the Securities and Exchange Commission.

•

Bylaw Provisions - Under our bylaws, a stockholder who desires to present a nomination of persons for election to the Board of Directors or other proposal for consideration at the 2021 Annual Meeting, but not for inclusion in next year’s proxy statement, must deliver the proposal in writing to Corporate Secretary at the address indicated below no later than 5:00 p.m., Eastern Time, on March 20, 2021 and no earlier than February 18, 2021 unless we publicly announce a different submission deadline in accordance with our bylaws.

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whether the terms are fair to Secureworks or its subsidiary and on the same basis that would apply if the transaction did not involve a related person;

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whether there are business reasons for Secureworks or its subsidiary to enter into the transaction;

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whether a transaction in which a director has a direct or indirect material interest would impair the independence of a non-employee director (including, if applicable, with respect to the director’s capacity as a member of the Audit Committee or the Compensation Committee); and

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whether the transaction would present an improper conflict of interest for any director or executive officer.

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a shared services agreement;

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intellectual property agreements;

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a tax matters agreement;

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an employee matters agreement;

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agreements related to real estate matters; and

•

commercial agreements.

•

estimated cost to Dell Inc. per annum of providing the service;

•

amount of fees and expenses paid by Dell Inc. for services that Dell Inc. has contracted to be provided by third parties; or

•

amount to be determined at the time services are provided on a project-by-project basis.

•

Dell Technologies generally is responsible for any U.S. federal income taxes of the Dell Technologies affiliated group for U.S. federal income tax purposes of which Dell Technologies is the common parent. For tax periods, or portions thereof, beginning after the effective date of the tax matters agreement in which we or one of our subsidiaries are included in such a group, we are responsible for our portion of such income tax liability (with certain technical adjustments) as if we and our subsidiaries had filed a separate tax return that included only us and our subsidiaries for that period.

•

Dell Technologies generally is responsible for any U.S. state or local income taxes reportable on a consolidated, combined or unitary return that includes Dell Technologies entities other than us or our subsidiaries, on the one hand, and us or one of our subsidiaries, on the other hand. For tax periods, or portions thereof, beginning after the effective date of the tax matters agreement in which we or one of our subsidiaries are included in such a group, we are responsible for our portion of such income tax liability (with certain technical adjustments) as if we and our subsidiaries had filed a separate tax return that included only us and our subsidiaries for that period.

•

Dell Technologies is responsible for any U.S. state or local income taxes reportable on returns that include only Dell Technologies entities other than us or our subsidiaries, and we are responsible for any U.S. state or local income taxes filed on returns that include only us and our subsidiaries.

•

Dell Technologies is responsible for any non-U.S. income taxes of Dell Technologies entities other than us, and we are responsible for any non-U.S. income taxes of us and our subsidiaries.

•

We and Dell Technologies each are responsible for any non-income taxes attributable to our respective businesses for all periods, with specified exceptions.

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Dell Technologies will reimburse us for any amounts by which our tax assets reduce the amount of tax liability owed by the Dell group on an unconsolidated basis.

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E-mail Secureworks’ Investor Relations department at [email protected]

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Send your request by mail to SecureWorks Corp., Investor Relations, One Concourse Parkway NE, Suite 500, Atlanta, Georgia 30328

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Call Secureworks’ Investor Relations department at (404) 639-9191

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E-mail Secureworks’ Investor Relations department at [email protected]

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Send your request by mail to SecureWorks Corp., Investor Relations, One Concourse Parkway NE, Suite 500, Atlanta, Georgia 30328

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Call Secureworks’ Investor Relations department at (404) 639-9191