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    SEC Form 8-K filed by Twilio Inc.

    6/11/25 4:24:06 PM ET
    $TWLO
    Computer Software: Prepackaged Software
    Technology
    Get the next $TWLO alert in real time by email
    8-K
    TWILIO INC false 0001447669 --12-31 0001447669 2025-06-10 2025-06-10
     
     

    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 10, 2025

     

     

    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.)

    101 Spear Street, Fifth Floor

    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   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 ☐

    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. ☐

     

     
     


    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
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