Twitter, Inc. (NYSE:TWTR) 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.
On April 4, 2017, the Board of Directors (the Board) of Twitter,
Inc. (the Company) nominated for re-election at the upcoming 2017
annual meeting of stockholders Omid Kordestani, Marjorie Scardino
and Bret Taylor to serve as Class I directors until the Companys
2020 annual meeting of stockholders. Peter Fenton, whose term
expires at the upcoming annual meeting of stockholders, will not
stand for re-election at the mutual agreement of the Board and
Mr. Fenton. The Company and the Board are grateful to Mr. Fenton
for his years of service.
Item 5.03Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The Company announced in its definitive proxy statement for its
2016 annual meeting of stockholders that it would be changing
plurality voting for its election of directors to a majority
voting with director resignation standard for its 2017 annual
meeting of stockholders.To effectuate that change, on April 4,
2017, the Board amended the Companys current bylaws to (i) change
the voting standard for the election of directors in uncontested
elections from a plurality voting standard to a majority voting
standard (the plurality standard would continue to apply in
contested elections) and (ii) require that stockholder director
nominations include a written statement as to whether the nominee
intends to tender his or her irrevocable resignation upon his or
her election or re-election, which resignation will become
effective upon (x) such nominees failure to receive the requisite
number of votes for re-election at any future meeting at which
such person would face re-election and (y) the Boards acceptance
of such resignation in accordance with the Corporate Governance
Guidelines. The foregoing description of the Amended and Restated
Bylaws is qualified by reference to the full text of the Amended
and Restated Bylaws, which is attached as Exhibit 3.1 to this
Current Report on Form 8-K and incorporated herein by reference.
On April 4, 2017, the Board also amended the Companys Corporate
Governance Guidelines to implement a Director Resignation policy
which provides that as a condition to the nomination of any
incumbent director, such director must submit an irrevocable
resignation that will be effective upon (a) the failure of such
nominee to receive the required vote at the next annual meeting
at which he or she is nominated for election or re-election and
(b) the Boards acceptance of such resignation. The Nominating and
Corporate Governance Committee will promptly consider whether to
accept the resignation of any director who fails to receive the
required number of votes for election in accordance with the
Companys Bylaws and will promptly submit such recommendation for
prompt consideration by the Board. The Corporate Governance
Guidelines are available on the Companys investor relations
website at
https://investor.twitterinc.com/corporate-governance.cfm.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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3.1 |
Amended and Restated Bylaws of Twitter, Inc., dated as of |
About Twitter, Inc. (NYSE:TWTR)
Twitter, Inc. (Twitter) offers products and services for users, advertisers, developers and platform and data partners. The Company’s service is live-live commentary, live connections, live conversations. Its products and services for users include Twitter, and Periscope and Vine. Its Twitter is a platform for public self-expression and conversation in real time. Its promoted products enable its advertisers to promote their brands, products and services, and extend the conversation around their advertising campaigns. Its promoted products consist of promoted tweets, promoted accounts and promoted trends. Its Fabric platform offers modular software development kits that help developers build applications, gives them mobile analytics, the ability to generate revenue through Twitter’s mobile-focused advertising exchange, MoPub. It offers subscription access to its public data feed for partners wishing to access data beyond its public application program interface (API). Twitter, Inc. (NYSE:TWTR) Recent Trading Information
Twitter, Inc. (NYSE:TWTR) closed its last trading session down -0.10 at 14.29 with 18,106,706 shares trading hands.