Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On October 5, 2020, the board of directors ("Board") of Coupa Software
Incorporated ("Company"), at the recommendation of its Nominating and Governance
Committee, increased the authorized number of directors from six to seven and
appointed Michelle Brennan to fill the resulting vacancy. In accordance with the
relevant rules prescribed by the bylaws, the newly created Board seat was
apportioned to Class I, which previously had only one seat. As a Class I
director, Ms. Brennan will serve for a term that will continue until the date of
the Company's 2023 annual meeting of stockholders, and until the election and
qualification of her successor. Upon the effectiveness of these changes, the
Board is now comprised of (a) two Class I directors (whose term will expire at
the 2023 annual meeting), (b) two Class II directors (whose term will expire at
the 2021 annual meeting) and (c) three Class III directors (whose term will
expire at the 2022 annual meeting).
Upon her appointment to the Board on October 5, 2020, Ms. Brennan automatically
received an award of restricted stock units ("RSUs") to acquire 413 shares of
the Company's common stock ("Common Stock") under the Company's 2016 Equity
Incentive Plan ("Plan"), as prescribed by the Compensation Program for
Non-Employee Directors ("Program") previously adopted by the Board. Subject to
her continued service on the Board, the RSU award will vest in full on the
earliest to occur of (a) the Company's next regular annual meeting of
stockholders, (b) the one-year anniversary of the date of grant, or (c) a Change
in Control (as defined in the Plan).
The Board has determined that Ms. Brennan qualifies as an independent director
under the applicable listing standards of the Nasdaq Stock Market. Ms. Brennan
is not currently being named to any Board committees, but she will be considered
for such appointments in the future. Ms. Brennan does not have a direct or
indirect interest in any transaction involving the Company required to be
disclosed under Item 404(a) of Regulation S-K.


Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.
  Exhibit
    No.        Description
104            Cover Page Interactive Data File (Formatted as Inline XBRL)

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