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).




                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses