UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 6, 2024, Twilio Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on five 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, 2024. Present at the Meeting in person or by proxy were holders of 138,898,158 shares of Class A Common Stock, representing 79.53% of the voting power of the Class A Common Stock of the Company issued and outstanding and entitled to vote as of the close of business on April 15, 2024, the record date for the Meeting, which constituted 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 three persons named below as Class II directors to serve until the 2027 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 | |||||||||
| Jeff Epstein |
71,741,601 | 47,454,013 | 19,702,544 | |||||||||
| Khozema Shipchandler |
118,062,793 | 1,132,821 | 19,702,544 | |||||||||
| Andrew Stafman |
112,117,957 | 7,077,657 | 19,702,544 | |||||||||
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, 2024. The results of such vote were:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 137,461,341 | 1,269,712 | 167,105 | N/A |
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 | |||
| 99,631,123 | 19,383,794 | 180,697 | 19,702,544 |
Proposal 4 - Non-Binding Advisory Vote on Frequency of Future Non-Binding Advisory Votes on Compensation of Named Executive Officers.
The stockholders indicated, on a non-binding advisory basis, their preference for one year as the frequency of holding future non-binding advisory votes on the compensation of the Company’s named executive officers. The results of such vote were:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 109,876,271 | 78,865 | 9,068,871 | 171,607 | 19,702,544 |
Pursuant to the recommendation of the board of directors of the Company and consistent with the stockholder’s preference, the Company plans to hold future non-binding advisory votes on the compensation of the Company’s named executive officers every year. The next non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2030 annual meeting of stockholders.
Proposal 5 - Approve Management Proposal to Amend the Company’s Certificate of Incorporation to Declassify the Board of Directors.
The stockholders did not approve a management proposal to amend the Company’s certificate of incorporation to declassify the board of directors. The results of such vote were:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 112,213,240 | 6,758,281 | 224,093 | 19,702,544 |
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. | ||||||
| June 10, 2024 | By: | /s/ Dana R. Wagner | ||||
| Name: | Dana R. Wagner | |||||
| Title: | Chief Legal Officer | |||||