rng-20211231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________________________

FORM 10-K/A

(Amendment No. 1)

______________________________________________________________________

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number: 001-36089

______________________________________________________________________

RingCentral, Inc.

(Exact name of Registrant as specified in its charter)

______________________________________________________________________


Delaware			94-3322844
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

20 Davis Drive

Belmont, California 94002

(Address of principal executive offices)

(650) 472-4100

(Registrant’s telephone number, including area code)

______________________________________________________________________

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

RNG

New York Stock Exchange

par value $0.0001

Securities registered pursuant to section 12(g) of the Act:

None

______________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Auditor PCAOB ID Number: 185

Auditor Name: KPMG LLP

Auditor Location: San Francisco,California

The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2021, based on the closing price of $290.58 for shares of the Registrant’s common stock as reported by the New York Stock Exchange, was approximately $23.9 billion. Shares of common stock held by each executive officer, director, and their affiliated holders have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 18, 2022, there were 84,466,941 shares of Class A Common Stock and 9,975,224 shares of Class B Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS


PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	3
Item 11.	Executive Compensation	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13.	Certain Relationships and Related Transactions and Director Independence	37
Item 14.	Principal Accountant Fees and Services	38
PART IV
Item 15.	Exhibits	40

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment” or “Form 10-K/A”) to amend the Annual Report on Form 10-K of RingCentral, Inc., a Delaware corporation (referred to as “RingCentral,” the “Company,” “we,” “us,” or “our”) for the fiscal year ended December 31, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2022 (the “Original Report”), is being filed for the purpose of including the information required to be disclosed by Part III of Form 10-K. This information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K , which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such proxy statement is filed no later than 120 days after our fiscal year-end. The reference on the cover page of the Original Report to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Report has been deleted. This Amendment No. 1 hereby amends and restates in their entirety the cover page and Items 10 through 14 of Part III of the Original Report.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, in connection with this Form 10-K/A, our Chief Executive Officer and interim Chief Financial Officer are providing Rule 13a-14(a) certifications as included herein. We are amending Item 15 of Part IV solely to reflect the inclusion of these certifications.

Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Report. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the filing date of the Original Report. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Report was filed.


Nominees	Age	Position	Director Since
Vladimir Shmunis	61	Chairman and Chief Executive Officer	1999
Mignon Clyburn	60	Director	2020
Arne Duncan	57	Director	2021
Kenneth Goldman(1)(2)	72	Director	2017
Michelle McKenna(1)(2)(3)	56	Director	2015
Robert Theis(2)(3)	60	Director	2011
Allan Thygesen(3)	59	Director	2015
Neil Williams(1)	69	Director	2012


(1)						Member of the audit committee
(2)						Member of the nominating and corporate governance committee
(3)						Member of the compensation committee


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Mignon Clyburn (4)	46,250	259,831		306,081
Arne Duncan (5)	40,491	324,463		364,954
Kenneth Goldman (6)	110,000	259,831		369,831
Michelle McKenna (7)	113,750	259,831		373,581
Godfrey Sullivan *	22,500	259,831		282,331
Robert Theis (8)	101,008	259,831	50,323	411,162
Allen Thygesen (9)	56,250	259,831		316,081
Neil Williams (10)	127,500	259,831		387,331


Adobe	ServiceNow	Twilio
DocuSign	Shopify	Veeva Systems
Okta	Slack Technologies	Workday
Paycom Software	Splunk	Zoom Video Communications
Salesforce


Name	2021 Base Salary	2020 Base Salary	Percent Increase
Vladimir Shmunis	$ 700,000 (1)	$ 650,000 (1)	8%
Anand Eswaran	$ 625,000 (2)	$ 600,000 (2)	4%
Mitesh Dhruv	$ 550,000 (3)	$ 500,000 (3)	10%
John Marlow	$ 375,000 (4)	$ 375,000 (4)	0%
Praful Shah	$ 385,000	$ 385,000	0%


Name	2021 Target Bonus Opportunity (as a % of 2021 Base Salary)		2021 Target Bonus Opportunity
Vladimir Shmunis	100	%	$	700,000
Anand Eswaran	100	%	$	625,000
Mitesh Dhruv	100	%	$	550,000
John Marlow	100	%	$	375,000
Praful Shah	100	%	$	385,000


	Revenue												Non-GAAP Operating Margin
	Q1			Q2			Q3			Q4			Q1		Q2		Q3		Q4
Target (in millions)	$	347.6		$	367.3		$	394.0		$	424.1		8.9	%	9.4	%	9.9	%	11.6	%
Achievement (% of Target)	101.4		%	103.3		%	105.2		%	105.8		%	103.4	%	108.5	%	106.1	%	91.4	%
Payout (% of Target)	103.5		%	122.6		%	142.0		%	147.6		%	100.0	%	102.7	%	101.9	%	93.0	%


Name	Intended Value of RSUs
Vladimir Shmunis	$	18,000,000
Anand Eswaran	$	28,000,000
Mitesh Dhruv	$	28,000,000
John Marlow	$	12,000,000
Praful Shah	$	6,000,000


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($) (3)	Total ($)
Vladimir Shmunis Chief Executive Officer	2021	5,175 (4)	—	18,439,095 (5)	776,713 (6)	828	19,221,811
	2020	4,800 (7)	—	18,148,589 (8)	905,466 (9)	576	19,059,431
	2019	141,100 (10)	—	8,670,985 (11)	1,007,157 (12)	852	9,820,094
Anand Eswaran Former President and Chief Operating Officer	2021	310,208 (13)	—	45,676,750 (14)	520,901 (15)	828	46,508,687
	2020	581,923	—	17,373,280 (16)	835,625 (17)	576	18,791,404
	2019	—	—	—	—	—	—
Mitesh Dhruv Former Chief Financial Officer	2021	335,547 (18)	—	27,882,614 (19)	451,110 (20)	828	28,670,099
	2020	500,000	—	8,722,581 (21)	696,804 (22)	576	9,919,961
	2019	475,000	—	22,014,427 (23)	766,341 (24)	852	23,256,620
John Marlow Chief Administrative Officer, Senior Vice President, Corporate Development, General Counsel and Secretary	2021	204,375 (25)	—	12,006,768 (26)	416,753 (27)	45,828	12,673,724
	2020	375,000	—	4,361,290 (28)	435,773 (29)	2,172,719	7,344,782
	2019	375,000	—	1,975,543 (30)	431,151 (31)	852	2,782,546
Praful Shah Former Chief Strategy Officer	2021	315,674 (32)		9,493,648 (33)	182,853 (34)	828	9,993,003
	2020	385,000	—	2,540,199 (35)	402,527 (36)	576	3,328,302
	2019	374,500	—	1,623,445 (37)	452,221 (38)	852	2,451,018


			Equity Grants
Name	Grant Date	Name of Plan	Number of Securities Underlying Restricted Stock Units (#)	Grant Date Fair Value of Stock Awards ($)(1)
Vladimir Shmunis	11/22/2021	2013 Plan	930	201,224
	8/20/2021	2013 Plan	790	198,195
	5/17/2021	2013 Plan	703	165,578
	5/1/2021	2013 Plan	2,178	685,634
	5/1/2021	2013 Plan	56,396	17,753,461
	2/16/2021	2013 Plan	612	267,456
Anand Eswaran	11/15/2021	2013 Plan	267	70,787
	11/15/2021	2013 Plan	720	190,886
	8/16/2021	2013 Plan	724	177,156
	8/16/2021	2013 Plan	578	141,431
	6/15/2021	2013 Plan	353	94,297
	5/17/2021	2013 Plan	649	152,859
	5/1/2021	2013 Plan	87,728	27,616,774
	5/1/2021	2013 Plan	56,396	17,753,461
	2/16/2021	2013 Plan	565	246,916
Mitesh Dhruv	11/15/2021	2013 Plan	232	61,508
	11/15/2021	2013 Plan	633	167,821
	8/16/2021	2013 Plan	637	155,868
	8/16/2021	2013 Plan	501	122,590
	6/15/2021	2013 Plan	306	81,742
	5/17/2021	2013 Plan	541	127,422
	5/1/2021	2013 Plan	87,728	27,616,774
	2/16/2021	2013 Plan	471	205,836
John Marlow	11/15/2021	2013 Plan	149	39,503
	11/15/2021	2013 Plan	432	114,532
	8/16/2021	2013 Plan	435	106,440
	8/16/2021	2013 Plan	322	78,790
	6/15/2021	2013 Plan	197	52,625
	5/17/2021	2013 Plan	352	82,907
	5/1/2021	2013 Plan	37,598	11,835,850
	2/16/2021	2013 Plan	306	133,728
Praful Shah	9/2/2021	2013 Plan	13,995	3,575,723
	8/16/2021	2013 Plan	446	109,132
	5/17/2021	2013 Plan	313	73,721
	5/1/2021	2013 Plan	18,799	5,917,925
	2/16/2021	2013 Plan	272	118,869


	Option Awards		Stock Awards
Name	Number of Securities Acquired on Exercise (#)(1)	Value Realized on Exercise ($)(2)	Number of Securities Acquired on Vesting (#)(3)	Value Realized on Vesting ($)(4)
Vladimir Shmunis	—	—	93,238	22,785,662
Anand Eswaran	—	—	62,511	16,051,753
Mitesh Dhruv	13,967	5,224,511	59,968	16,800,320
John Marlow	10,770	3,085,765	28,636	7,059,771
Praful Shah	163,622	44,371,320	15,418	4,418,768


	Class A		Class B (+)		% of Total Voting
	Shares	%	Shares	%	Power †
5% Stockholders:
Entities affiliated with Vladimir Shmunis (1)	160,581	*	5,506,618	55.3	29.9
Entities affiliated with Vlad Vendrow (2)	153,748	*	2,970,295	29.8	16.2
Capital World Investors (3)	11,188,825	13.2	—	*	6.1
Capital International Investors (4)	8,909,741	10.5	—	*	4.8
Vanguard Group Inc.(5)	7,440,238	8.8	—	*	4.0
Entities affiliated with Tiger Global (6)	4,951,000	5.8	—	*	2.7
BlackRock, Inc. (7)	4,768,516	5.6	—	*	2.6
Alkeon Capital Management, LLC (8)	4,265,093	5.0	—	*	2.3
Named Executive Officers and Directors:
Vladimir Shmunis (1)	160,581	*	5,506,618	55.3	29.9
Anand Eswaran (9)	26,507	*	—	*	*
Mitesh Dhruv (10)	51,738	*	—	*	*
John Marlow (11)	159,975	*	273,714	2.7	1.6
Praful Shah (12)	416,286	*	—	*	*
Mignon Clyburn (13)	451	*	—	*	*
Arne Duncan (14)	174	*	—	*	*
Kenneth Goldman (15)	10,730	*	—	*	*
Michelle McKenna (16)	2,251	*	—	*	*
Robert Theis (17)	19,978	*	—	*	*
Allan Thygesen (18)	12,211	*	—	*	*
Neil Williams (19)	10,935	*	—	*	*
All current executive officers and directors as a group (11 persons)(20)	404,650	*	5,780,332	58.0	31.5


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the first Column)
Equity compensation plans approved by stockholders
2010 Equity Incentive Plan(2)	136,045	$7.9266	—
2013 Equity Incentive Plan(3)	2,816,789	$17.6837	19,969,379
Amended and Restated Employee Stock Purchase Plan(4)	—	—	5,446,704
Equity compensation plans not approved by stockholders	—	—	—
Total	2,952,834	$9.0694	25,416,083


		Option Awards									Stock Awards
		Number of Securities Underlying Unexercised Options (#)				Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested ($)(1)
Name	Grant Date	Exercisable		Unexercisable
Vladimir Shmunis		4/2/2018	—		—		—		—		6,572 (3)		1,231,264
		4/24/2019	—		—		—		—		22,376 (4)		4,192,144
		4/1/2020	—		—		—		—		46,579 (5)		8,726,576
		5/1/2021	—		—		—		—		1,089 (6)		204,024
		5/1/2021	—		—		—		—		45,822 (7)		8,584,752
Anand Eswaran (8)			—		—		—		—		—		—
Mitesh Dhruv (9)			—		—		—		—		—		—
John Marlow		3/2/2012	1,131 (2)		—		2.73		3/2/2022		—		—
		6/12/2013	9,356 (2)		—		10.42		6/12/2023		—		—
		4/2/2018	—		—		—		—		1,608 (10)		301,259
		4/24/2019	—		—		—		—		5,532 (11)		1,036,420
		4/1/2020	—		—		—		—		11,645 (12)		2,181,691
		5/1/2021	—		—		—		—		30,549 (13)		5,723,355
Praful Shah (14)		9/2/2021	—		—		—		—		13,995 (15)		2,621,963


	Cash Severance ($)(1)	Value of Accelerated Equity Awards ($)(2)	Continuing Health Coverage ($)(3)	Total ($)
Vladimir Shmunis (4)	700,000	—	22,329	722,329
Anand Eswaran (5)	—	—	—	—
Mitesh Dhruv (6)	—	—		—
John Marlow (7)	93,750	—	—	93,750
Praful Shah (8)	—	—	—	—


	2020		2021
Audit Fees (1)	$	3,072,766	$	2,597,263
Audit Related Fees (2)	$	22,500	$	350,000
All Other Fees (3)	$	1,780	$	9,500
Total Fees	$	3,097,046	$	2,956,763


Exhibit Number			Description
31.3			Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4			Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
104			Cover Page Interactive Data File (formatted as inline XBRL)


			RINGCENTRAL, INC.

Date: April 28, 2022			/s/ Vladimir Shmunis
			Vladimir Shmunis
			Chairman and Chief Executive Officer (Principal Executive Officer)

Date: April 28, 2022			/s/ Vaibhav Agarwal
			Vaibhav Agarwal
			Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)



*By:						/s/ Vladimir Shmunis
						Vladimir Shmunis, As attorney-in-fact

SEC Form 10-K/A filed by RingCentral Inc. (Amendment)