Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On November 29, 2021, Twitter, Inc. (the "Company") announced that Jack Dorsey
has decided to step down as Chief Executive Officer, effective as of
November 29, 2021. The Company's board of directors (the "Board") has
unanimously appointed Parag Agrawal, the Company's Chief Technology Officer, as
Chief Executive Officer and as a member of the Board, effective November 29,
2021. Mr. Dorsey will continue to serve on the Company's Board as a non-employee
director until his term expires at the 2022 meeting of stockholders.
Mr. Agrawal, 37, has served as the Company's Chief Technology Officer since
2017, and has been responsible for the Company's technical strategy. He joined
the Company in 2011 as a software engineer, leading efforts on scaling Twitter
Ads systems, as well as reaccelerating audience growth by improving Home
timeline relevance. He holds a bachelor's degree from IIT Bombay and a Ph.D. in
computer science from Stanford University.
In connection with his appointment as Chief Executive Officer, the Company
entered into an offer letter (the "Offer Letter") with Mr. Agrawal, effective
November 29, 2021. Pursuant to the Offer Letter, Mr. Agrawal will receive an
annual salary of $1,000,000 and will continue to be a participant in the
Company's executive bonus plan with a new target bonus of 150% of his annual
Under the terms of the Offer Letter, in December 2021, the Board will grant to
Mr. Agrawal restricted stock units ("RSUs") with a grant date face value of
$12,500,000. The RSUs will vest in 16 equal quarterly increments (each being
6.25% of the grant) starting February 1, 2022, subject in each case to
Mr. Agrawal remaining an employee of the Company through the applicable vesting
date. In April 2022, the Board will grant Mr. Agrawal performance based RSUs
("PRSUs") with a grant date face value of $12,500,000. The performance goals for
those PRSUs will be determined by the Compensation Committee of the Board (the
"Committee") on or before the grant date.
Mr. Agrawal will be eligible to participate in the Company's Amended and
Restated Change of Control and Involuntary Termination Protection Policy (the
"Policy") which is described in the Company's proxy statement for the annual
meeting of stockholders filed with the Securities and Exchange Commission on
April 13, 2021, under the caption "Executive Compensation-Compensation
Tables-Potential Payments Upon Termination or Change of Control." Upon execution
of a participation agreement, Mr. Agrawal will be eligible for severance
benefits under the Policy and his severance benefit level will be no less
favorable than any of the Company's other executive officers. Effective as of
the date of the Offer Letter, the following terms under the Policy will apply to
Mr. Agrawal: (a) the Change of Control Period (as defined in the Policy) will
begin 3 months before a Change of Control (as defined in the Policy) and end 12
months after the Change of Control, (b) there will be accelerated vesting of
equity awards that would have vested within 12 months after the termination of
employment (but 37.5% if the termination is before January 1, 2025), but
otherwise consistent with the terms of the Policy as in effect on the date of
the Employment Letter, including (but not limited to) with respect to
performance-based awards, provided that performance-based awards granted after
the date of the Employment Offer Letter shall be subject to the terms of the
applicable award agreement if such agreement expressly sets forth a different
treatment and provided, that, any equity awards with respect to which, at the
time of termination of employment, it is known that the applicable performance
goals were attained, vesting shall be applied at the greater of target or actual
performance, (c) "Good Reason" will include (among other items) "a material
adverse change in the nature or scope of Mr. Agrawal's authority, powers,
functions, duties, responsibilities, or reporting relationship (including
ceasing to directly report to the board of directors of a publicly traded
entity, if applicable)", and (d) no amendment to the Policy that would adversely
affect Mr. Agrawal's rights under the Policy shall be made without his prior
written consent, provided, that commencing January 1, 2024, the Company may,
following a notice period of at least 12 months, adopt amendments that are
materially detrimental to his rights under the Policy so long as the amendment
is not effective until January 1, 2025 at the earliest.
There are no arrangements or understandings between Mr. Agrawal and any other
persons pursuant to which he was selected as Chief Executive Officer. There are
also no family relationships between Mr. Agrawal and any director or executive
officer of the Company and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Employment Offer Letter is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference.
On November 29, 2021, the Company also announced that Bret Taylor has been
appointed as Chair of the Board. Mr. Taylor, who has served as an independent
director since 2016, will serve as an independent Board Chair. In connection
with the appointment, Patrick Pichette has stepped down as Chair and will remain
on the Board as a non-employee director and Chair of the Audit Committee.
Item 7.01. Regulation FD Disclosure.
On November 29, 2021, Twitter issued a press release announcing the CEO
transition. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report and is incorporated herein by reference.
The information furnished on this Form 8-K, including Exhibit 99.1 attached
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
into any other filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
10.1 Offer Letter between Twitter and Parag Agrawal, dated as of
November 29, 2021
99.1 Press Release, dated November 29, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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