Twilio Inc. (NYSE:TWLO) Files An 8-K Submission of Matters to a Vote of Security Holders

Twilio Inc. (NYSE:TWLO) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

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On June14, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on four proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April27, 2018. Holders of the Company’s ClassA Common Stock were entitled to one vote for each share held as of the close of business on April16, 2018 (the “Record Date”) and holders of the Company’s ClassB Common Stock were entitled to ten votes for each share held as of the close of business on the Record Date. The ClassA Common Stock and ClassB Common Stock voted as a single class on all matters. Present at the Meeting in person or by proxy were holders of 84,330,877 shares of ClassA and ClassB Common Stock, together representing a total of 252,727,529 votes, or more than 81% of the eligible votes as of the Record Date, and constituting a quorum. The final results with respect to each such proposal are set forth below:

Proposal 1 — Election of Directors.

The stockholders elected each of the three persons named below as ClassII directors to serve until the 2021 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:

DirectorNominee

VotesFor

VotesWithheld

BrokerNon-Votes

Byron Deeter

225,327,749

9,856,511

17,543,269

Jeffrey Epstein

228,141,035

7,043,225

17,543,269

Jeff Lawson

226,229,507

8,954,753

17,543,269

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018. The results of such vote were:

For

Against

Abstain

251,165,662

199,778

1,362,089

Proposal 3 — Non-binding Advisory Vote on Compensation of Named Executive Officers.

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of such vote were:

For

Against

Abstain

BrokerNon-Votes

230,035,018

3,759,750

1,389,492

17,543,269

Proposal 4 — Non-binding Advisory Vote on Frequency of Future Non-binding Advisory Votes on Compensation of Named Executive Officers.

The stockholders indicated, on a non-binding advisory basis, their preference for one year as the frequency of holding future non-binding advisory votes on the compensation of the Company’s named executive officers. The results of such vote were:

OneYear

TwoYears

ThreeYears

Abstain

BrokerNon-Vote

232,650,382

902,005

159,988

1,471,885

17,543,269

to the recommendation of the board of directors of the Company and consistent with the stockholders’ preference, the Company plans to hold future non-binding advisory votes on the compensation of the Company’s named executive officers every year. The next required non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2024 annual meeting of stockholders.


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.

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