0001447669-19-000007.txt : 20190621 0001447669-19-000007.hdr.sgml : 20190621 20190621170016 ACCESSION NUMBER: 0001447669-19-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190618 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190621 DATE AS OF CHANGE: 20190621 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: 19912217 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 a8-kwithvoteresults.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 18, 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:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
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 5.07.       Submission of Matters to a Vote of Security Holders.

On June 18, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on three proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2019. Holders of the Company’s Class A Common Stock were entitled to one vote for each share held as of the close of business on April 22, 2019 (the “Record Date”) and holders of the Company’s Class B Common Stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters. Present at the Meeting in person or by proxy were holders of 109,409,474 shares of Class A and Class B Common Stock, together representing a total of 206,693,858 votes, or more than 76.4% of the eligible votes as of the Record Date, and constituting a quorum. The final results with respect to each such proposal are set forth below:
 

Proposal 1 - Election of Directors.
 
The stockholders elected each of the two persons named below as Class III directors to serve until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:
 
Director Nominee
 
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Elena Donio
 
 
166,309,683
 
 
14,919,797
 
 
25,464,378
Donna L. Dubinsky
 
 
178,165,217
 
 
3,064,263
 
 
25,464,378
 

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.
 
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of such vote were:
 
For 
 
 
Against 
 
 
Abstain 
204,676,622
 
 
215,766
 
 
1,801,470
 

Proposal 3 - Non-binding Advisory Vote on Compensation of Named Executive Officers.

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of such vote were:
  
For 
 
 
Against 
 
 
Abstain 
 
 
Broker Non-Votes 
171,249,235 
 
 
8,158,146
 
 
1,822,099
 
 
25,464,378














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 21, 2019
By:
/s/ Khozema Shipchandler
 
Name:
Khozema Shipchandler
 
Title:
Chief Financial Officer