Twilio Inc. (NYSE:TWLO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Twilio Inc. (NYSE:TWLO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On July13, 2017, the Board of Directors of Twilio Inc. (“Twilio”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Jeff Epstein to the Board of Directors of Twilio (the “Board”) as a ClassII director, effective July13, 2017. Mr.Epstein will serve until the 2018 annual meeting of stockholders or until his successor has been duly elected and qualified. Mr.Epstein qualifies as an independent director under the listing standards of the New York Stock Exchange. The Board has also appointed Mr.Epstein to serve as a member of the audit committee.

There is no arrangement or understanding between Mr.Epstein and any other persons to which Mr.Epstein was appointed as a director. Furthermore, there are no transactions between Mr.Epstein and Twilio that would be required to be reported under Item 404(a)of Regulation S-K.

Mr.Epstein will participate in Twilio’s standard non-employee director compensation arrangements. Under the terms of those arrangements, Mr.Epstein will receive, among other things, annual compensation of $30,000 for serving on the Board and an initial grant of 11,157 restricted stock units that vest annually over three years.

Twilio will also enter into a standard form of indemnification agreement with Mr.Epstein (the “Indemnification Agreement”).The Indemnification Agreement provides, among other things, that Twilio will indemnify Mr.Epstein, 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 Twilio’s bylaws.

The press release announcing Mr.Epstein’s election as a director of the Company is attached hereto as Exhibit99.1 and is filed herewith.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated July17, 2017


TWILIO INC Exhibit
EX-99.1 2 a17-18000_1ex99d1.htm EX-99.1 Exhibit 99.1   Twilio Welcomes Veteran Financial Executive Jeff Epstein to Board of Directors   San Francisco,…
To view the full exhibit click here

About Twilio Inc. (NYSE:TWLO)

Twilio Inc. provides a cloud communications platform that enables developers to build, scale and operate communications within software applications through the cloud primarily as a pay-as-you-go service. The Company’s product offerings are categorized as Programmable Voice, Programmable Messaging and Programmable Video. The Company also provides use case products, such as a two-factor authentication solution. The Company’s platform approach consists of Programmable Communications Cloud, Super Network and Business Model for Innovators. The Company offers voice or video solution, which include phone to phone, application to phone, application to application, many to many and carrier connectivity. The Company allows the user to create multi-party video and high-definition (HD) audio experiences in mobile and Web applications. It offers Elastic SIP Trunking, which provides global voice connectivity for Voice over Internet Protocol (VoIP) infrastructure.