Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



Resignation of Richard Wells
On January 7, 2022, Richard Wells notified the Board of Directors (the "Board")
of Tenable Holdings, Inc. (the "Company") of his resignation from the Board and
all committees thereof, effective immediately. Mr. Wells' decision to leave the
Board was not the result of any disagreement between the Company and Mr. Wells
on any matter relating to the Company's operations, policies or practices.
Appointment of Raymond Vicks Jr.
Effective January 7, 2022, the Board appointed Raymond Vicks, Jr. to serve as a
director of the Company. Mr. Vicks will serve as a Class II director whose term
will expire at the 2023 Annual Meeting of Stockholders, and he will serve as a
member of the audit committee of the Board.
There is no arrangement or understanding between Mr. Vicks and any other person
pursuant to which he was selected as a director of the Company, and there is no
family relationship between Mr. Vicks and any of the Company's other directors
or executive officers. The Company is not aware of any transaction involving Mr.
Vicks requiring disclosure under Item 404(a) of Regulation S-K. Additional
information about Mr. Vicks is set forth below:
Raymond Vicks, Jr., age 62, previously served as Managing Partner at The BMV
Group, a position he held from August 2017 until his retirement in 2019. Mr.
Vicks also served as the Chief Financial Officer of The HSC Health Care System
from 2015 to 2019. Prior to that, Mr. Vicks served in roles of increasing
responsibility at PricewaterhouseCoopers LLP from 1995 to 2014, where at the
time of his departure he was a Partner. Mr. Vicks is a Certified Public
Accountant and received his B.S. in Accounting from Virginia Tech and his M.P.H
from the George Washington University. The Board believes that Mr. Vicks
financial expertise, public accounting experience and his experience as a
director and executive of companies provide him with the qualifications and
skills to serve as a director of our company.
Upon commencement of his service as a director on January 7, 2022, the Board
granted Mr. Vicks 8,085 restricted stock units, with one third of the shares
underlying the restricted stock units vesting on each anniversary of the grant
date such that the award will be fully vested after three years, subject to Mr.
Vicks's continued service as a director through the applicable vesting dates and
accelerated vesting in specified circumstances.
Mr. Vicks has also entered into the Company's standard form of indemnification
agreement.
Item 7.01   Regulation FD Disclosure.
On January 7, 2022, Tenable issued a press release relating to the appointment
of Mr. Vicks to the Board. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on 8-K (including
Exhibit 99.1) is furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information shall not be deemed incorporated by reference
into any other filing with the Securities and Exchange Commission made by the
Company, whether made before or after today's date, regardless of any general
incorporation language in such filing, except as shall be expressly set forth by
specific references in such filing.
Item 9.01  Financial Statements and Exhibits.
(d)   Exhibits

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   Exhibit Number                                           Description
        99.1                  Press Release dated January 7, 2022
       101.SCH              Inline XBRL Taxonomy Extension Schema Document.
       101.LAB              Inline XBRL Taxonomy Extension Label Linkbase Document.
       101.PRE              Inline XBRL Taxonomy Extension Presentation Linkbase Document.
         104                The cover page from Tenable's 8-K filed on January 7, 2022, formatted in
                            Inline XBRL.

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