Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of New Director
On January 13, 2021, the Board of Directors (the "Board") of Twilio Inc.
("Twilio") appointed Deval Patrick to the Board as a Class III director.
Mr. Patrick will serve until the 2022 annual meeting of stockholders or until
his successor has been duly elected and qualified, or until his earlier death,
resignation or removal.
There is no arrangement or understanding between Mr. Patrick and any other
persons pursuant to which Mr. Patrick was appointed as a director. Furthermore,
there are no family relationships between Mr. Patrick and any other director or
executive officer of Twilio, and there are no transactions between Mr. Patrick
and Twilio that would be required to be reported under Item 404(a) of Regulation
S-K.
Mr. Patrick will participate in Twilio's standard non-employee director
compensation arrangements. Under the terms of those arrangements, Mr. Patrick
will receive, among other things: (i) annual compensation for serving on the
Board and any applicable committees thereof pursuant to our non-employee
director compensation policy, substantially as described in Twilio's filings
with the Securities and Exchange Commission and (ii) an initial grant of
restricted stock units with a value of $440,000 that vests annually over three
years subject to continued service.
Twilio will also enter into a standard form of indemnification agreement with
Mr. Patrick (the "Indemnification Agreement"). The Indemnification Agreement
provides, among other things, that Twilio will indemnify Mr. Patrick, under the
circumstances and to the extent provided therein, for certain expenses which he
may be required to pay in connection with certain claims to which he may be made
a party by reason of his position as a director of Twilio, and otherwise to the
fullest extent permitted under Delaware law, Twilio's certificate of
incorporation and bylaws.
The press release announcing Mr. Patrick's appointment as a director of Twilio
is attached hereto as Exhibit 99.1 and is filed herewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated January 14, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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