UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 10, 2025, Twilio Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to (i) declassify the board of directors, (ii) eliminate supermajority voting provisions and (iii) remove inoperative provisions, including references to Class B common stock, and update certain other miscellaneous provisions (together, the “Charter Amendments”). The Charter Amendments are described as part of Proposal No. 4, Proposal No. 5 and Proposal No. 6, respectively, in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”), which description is incorporated herein by reference. On June 10, 2025, in order to effect the Charter Amendments, the Company filed an Amended and Restated Certificate of Incorporation (as so amended and restated, the “Amended Charter”) with the Secretary of State of the State of Delaware, which became effective upon its filing.
The foregoing summary of the Amended Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Charter, which is attached as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Meeting, the Company’s stockholders voted on six proposals, each of which is described in more detail in the Proxy Statement. Present at the Meeting in person or by proxy were holders of 123,304,985 shares of Class A Common Stock, representing 80.76% of the voting power the Class A common stock of the Company issued and outstanding and entitled to vote as of the close of business on April 15, 2025, 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 III directors to serve until the 2028 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 | |||||||||
| Donna Dubinsky |
98,690,812 | 10,608,391 | 14,005,782 | |||||||||
| Deval Patrick |
102,011,236 | 7,287,967 | 14,005,782 | |||||||||
| Miyuki Suzuki |
100,517,843 | 8,781,360 | 14,005,782 | |||||||||
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, 2025. The results of such vote were:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 121,737,338 | 1,526,573 | 41,074 | 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 | |||
| 92,397,076 | 16,819,154 | 82,973 | 14,005,782 |
Proposal 4 – Approve Management Proposal to Amend the Company’s Certificate of Incorporation to Declassify the Board of Directors.
The stockholders approved 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 | |||
| 103,274,866 | 5,956,347 | 67,990 | 14,005,782 |
Proposal 5 – Approve Management Proposal to Amend the Company’s Certificate of Incorporation to Eliminate Supermajority Voting Provisions.
The stockholders approved a management proposal to amend the Company’s Certificate of Incorporation to eliminate supermajority voting provisions. The results of such vote were:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 103,149,142 | 6,094,211 | 55,850 | 14,005,782 |
Proposal 6 – Approve Management Proposal to Amend the Company’s Certificate of Incorporation to Remove Inoperative Provisions, Including References to Class B Common Stock, and Update Certain Other Miscellaneous Provisions.
The stockholders approved a management proposal to amend the Company’s Certificate of Incorporation to remove inoperative provisions, including references to Class B common stock, and update certain other miscellaneous provisions. The results of such vote were:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 109,188,753 | 65,066 | 45,384 | 14,005,782 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Twilio Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 11, 2025 | By: | /s/ Juliana Chen | ||||
| Name: | Juliana Chen | |||||
| Title: | Corporate Secretary | |||||