0001447669-19-000004.txt : 20190620 0001447669-19-000004.hdr.sgml : 20190620 20190620161232 ACCESSION NUMBER: 0001447669-19-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190619 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190620 DATE AS OF CHANGE: 20190620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWILIO INC CENTRAL INDEX KEY: 0001447669 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37806 FILM NUMBER: 19908676 BUSINESS ADDRESS: STREET 1: 375 BEALE ST STREET 2: SUITE 300 CITY: San Francisco STATE: CA ZIP: 94105 BUSINESS PHONE: 650-270-2199 MAIL ADDRESS: STREET 1: 375 BEALE ST STREET 2: SUITE 300 CITY: San Francisco STATE: CA ZIP: 94105 8-K 1 twloform8-kjune202019.htm 8-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 

FORM 8-K
 
 
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2019
 
 
 
 
 
  Twilio Inc. 
(Exact name of registrant as specified in its charter
 
 
 
 
 
 
 
 
 
 
Delaware
 
001-37806
 
26-2574840
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
375 Beale Street, Suite 300
San Francisco, California 94105

(Address of principal executive offices) (Zip Code)
(415) 390-2337
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
 
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share
 
TWLO
 
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
 
Emerging Growth Company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
 
 
 
 
 
 





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

Appointment of New Director
 
On June 19, 2019, the Board of Directors (the “Board”) of Twilio Inc. (“Twilio”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Jeffrey R. Immelt to the Board of Twilio as a Class I director. Mr. Immelt will serve until the 2020 annual meeting of stockholders or until his successor has been duly elected and qualified. Mr. Immelt qualifies as an independent director under the listing standards of the New York Stock Exchange. The Board has appointed Mr. Immelt to serve as a member of the compensation committee.
 
There is no arrangement or understanding between Mr. Immelt and any other persons pursuant to which Mr. Immelt was appointed as a director. Furthermore, there are no transactions between Mr. Immelt and Twilio that would be required to be reported under Item 404(a) of Regulation S-K.
 
Mr. Immelt will participate in Twilio’s standard non-employee director compensation arrangements. Under the terms of those arrangements, Mr. Immelt will receive, among other things, annual compensation of $30,000 for serving on the Board and an initial grant of restricted stock units with a value of $425,000, that vest annually over three years.
 
Twilio will also enter into a standard form of indemnification agreement with Mr. Immelt (the “Indemnification Agreement”). The Indemnification Agreement provides, among other things, that Twilio will indemnify Mr. Immelt, under the circumstances and to the extent provided therein, for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a director of Twilio, and otherwise to the fullest extent permitted under Delaware law, Twilio’s certificate of incorporation and Twilio’s bylaws.
 
The press release announcing Mr. Immelt’s election as a director of the company is attached hereto as Exhibit 99.1 and is filed herewith.
 

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits

Exhibit
No.
 
Description
99.1
 











2



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
TWILIO INC.
 
 
Date: June 20, 2019
By:
/s/ Khozema Shipchandler
 
Name:
Khozema Shipchandler
 
Title:
Chief Financial Officer
















3

EX-99.1 2 twlopressreleasejune201029.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1


Twilio Welcomes Jeff Immelt to Twilio Board of Directors


SAN FRANCISCO, June 20, 2019 -- Twilio (NYSE:TWLO), the leading cloud communications platform, is pleased to welcome Jeff Immelt, former chairman and CEO of General Electric (GE) and current venture partner at New Enterprise Associates, to the Twilio Board of Directors. Immelt brings nearly 20 years of executive and boardroom experience at the helm of a world-leading global enterprise to Twilio.

“Jeff is a world class leader with deep experience guiding global operations at scale,” said Jeff Lawson, CEO and co-founder of Twilio. “His contributions will be invaluable as we help enterprises across the globe use the right communication channels to establish and nurture digital engagement with their customers.”

During Immelt’s sixteen year tenure as CEO at GE, he led the company through several innovative changes, including leading GE’s digital transformation and reshaping the company’s global strategy and footprint to leverage innovative technologies. GE is a preeminent global company, with more than half of its total revenue generated outside of the U.S. Under Immelt’s leadership, revenue from emerging markets quadrupled and GE built a presence in other critical growth markets.

“Twilio is leading the charge in business communications at scale,” said Immelt. “I am thrilled to join the company at such a pivotal point in their trajectory, and look forward to advising Twilio as it continues to fuel the future of communications.”

Immelt has been named one of the "World's Best CEOs" three times by Barron's, and saw GE named "America's Most Admired Company" by Fortune magazine during his time as CEO. He earned a bachelor’s degree in applied mathematics from Dartmouth College and a master’s of business administration from Harvard University.

Immelt will also be a member of Twilio’s Compensation Committee. He joins other Twilio directors, including Elena Donio, CEO of Axiom; Donna Dubinsky, CEO and board chair of Numenta; Jeff Epstein, operating partner at Bessemer Venture Partners; Rick Dalzell, former SVP and CIO of Amazon; Byron Deeter, partner at Bessemer Venture Partners; Erika Rottenberg, general counsel of the Chan Zuckerberg Initiative; and Twilio chairman, CEO and co-founder Jeff Lawson.

About Twilio
Millions of developers around the world have used Twilio to unlock the magic of communications to improve any human experience. Twilio has democratized communications channels like voice, text, chat, video and email by virtualizing the world’s communications infrastructure through APIs that are simple enough for any developer to use, yet robust enough to power the world’s most demanding applications. By making communications a part of every software developer's toolkit, Twilio is enabling innovators across every industry — from emerging leaders to the world’s largest organizations — to reinvent how companies engage with their customers.
Source: Twilio Inc.