Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2023.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal controls over financial reporting was effective as of December 31, 2023.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2023 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information.
Securities Trading Plans of Directors and Executive Officers
During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item will be provided in the definitive proxy statement for our 2024 Annual Meeting of Stockholders (the “Proxy Statement”) no later than 120 days after December 31, 2023. The information set forth in the Proxy Statement is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2023. The information set forth in the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters.
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2023. The information set forth in the Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2023. The information set forth in the Proxy Statement is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2023. The information set forth in the Proxy Statement is incorporated herein by reference.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) Documents filed as part of this report are as follows:
(1) All Financial Statements: Refer to the “Index to Consolidated Financial Statements” included under Part II, Item 8 of this Form 10-K.
(2) Financial Statement Schedules: All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included under Part II, Item 8 of this Form 10-K.
(3) Exhibits: The documents listed below are incorporated by reference or are filed with this report, in each case as indicated therein.
Incorporated by reference Filed or Furnished Herewith
Exhibit No. Description Form File No. Exhibit No. Filing Date
2.1† Agreement and Plan of Merger, dated as of July 14, 2021, by and among Reinvent Technology Partners Y, RTPY Merger Sub Inc., and Aurora Innovation, Inc.
8-K 001-40216 2.1 July 15, 2021
2.2† Plan of Domestication, dated as of September 28, 2021
S-4/A 333-257912 2.2 September 29, 2021
2.3† Stock Purchase and Agreement and Plan of Merger, dated as of January 19, 2021, by and between Aurora Innovation, Inc., Avian U Merger Holdco Corp., Avian U Merger Sub Corp., Avian U Merger Sub LLC, Blocker U Merger Sub LLC, SVF Yellow (USA) Corporation, Apparate USA LLC and Uber Technologies, Inc.
S-4/A 333-257912 2.3 September 29, 2021
3.1 Certificate of Incorporation of the Company
8-K 001-40216 3.1 November 4, 2021
3.2 Amended and Restated Bylaws of the Company
8-K 001-40216 3.1
November 3, 2023
4.1 Specimen Class A Common Stock Certificate
8-K 001-40216 4.1 November 4, 2021
4.2 Specimen Warrant Certificate (included in Exhibit 4.3)
8-K 001-40216 4.1 March 18, 2021
4.3 Warrant Agreement, dated as of March 15, 2021, by and between Reinvent Technology Partners Y and Continental Stock Transfer & Trust Company, as warrant agent
8-K 001-40216 4.1 March 18, 2021
4.4 Amendment of Warrant Agreement, dated as of February 28, 2022, by and among Aurora Innovation, Inc., Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company
10-K 001-40216 4.4 March 11, 2022
4.5 Description of Capital Stock
X
10.1 Sponsor Support Agreement, dated as of July 14, 2021, by and among the Sponsor Holdco, the Sponsor Parties, the Sponsor Independent Directors, Reinvent Technology Partners Y, and Aurora Innovation, Inc.
8‑K 001-40216 10.2 July 15, 2021
10.2 Sponsor Agreement, dated as of July 14, 2021, between Sponsor, Reinvent Technology Partners Y, and Aurora Innovation, Inc.
8‑K 001-40216 10.3 July 15, 2021
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Incorporated by reference Filed or Furnished Herewith
Exhibit No. Description Form File No. Exhibit No. Filing Date
10.3 Form of Company Holders Support Agreement (Voting and Support Agreement)
8‑K 001-40216 10.4 July 15, 2021
10.4 Form of PIPE Subscription Agreement (Subscription Agreement)
8‑K 001-40216 10.1 July 15, 2021
10.5 Form of Lock-Up Agreement
S-4 333-257912 10.5 July 15, 2021
10.6 Amended and Restated Registration Rights Agreement, dated as of November 3, 2021, by and among Aurora Innovation, Inc. and the other parties thereto
8‑K 001-40216 10.4 November 4, 2021
10.7 Letter Agreement, dated as of March 15, 2021, by and among Reinvent Technology Partners Y, Reinvent Sponsor Y LLC and the other parties thereto
S-4 333-257912 10.6 July 15, 2021
10.8# Employee Incentive Compensation Plan
S‑4 333-257912 10.22 September 29, 2021
10.9# OURS Technology, Inc. 2017 Stock Incentive Plan
S‑4 333-257912 10.23 September 29, 2021
10.10# Aurora Innovation, Inc. 2021 Equity Incentive Plan, as amended and restated on May 26, 2023
S-8 333-272272 99.1 May 30, 2023
10.11# Aurora Innovation, Inc. 2017 Equity Incentive Plan
S-4 333-257912 10.21 September 29, 2021
10.12# Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan
S-4 333-257912 10.24 September 29, 2021
10.13# Aurora Innovation, Inc. form of Indemnification Agreement
S-4 333-257912 10.19 September 29, 2021
10.14# Outside Director Compensation Policy
10-K 001-40216 10.15 March 11, 2022
10.15# Amendment to Stock Option Agreement e ntered into between the Registrant and Richard Tame
8-K 001-40216 10.1 June 17, 2022
10.16# Confirmatory Employment Letter between the Registrant and Chris Urmson, dated March 15, 2022
8-K 001-40216 10.1 March 17, 2022
10.17# C onfirmatory Employment Letter between the Registrant and Richard Tame, dated March 15, 2022
8-K 001-40216 10.2
March 17, 2022
10.18# Confirmatory Employment Letter between the Registrant and Nolan Shenai, dated December 13, 2022
10-K
001-40216
10.18
February 21, 2023
10.19# Employment Letter between the Registrant and Ossa F. Fisher, dated December 29, 2022
8-K 001-40216 10.1 January 30, 2023
10.20# Form of Stock Option Agreement under the Aurora Innovation, Inc. 2021 Equity Incentive Plan
8-K 001-40216 10.12 November 4, 2021
10.21# Form of Restricted Stock Unit Agreement under the Aurora Innovation, Inc. 2021 Equity Incentive Plan
8-K 001-40216 10.12 November 4, 2021
10.22† Strategic Partnership Agreement dated April 26, 2023 between Aurora Innovation, Inc. and Aurora Operations, Inc. and Continental Automotive Technologies GmbH and Continental Autonomous Mobility GmbH
10-Q
001-40216 10.1
August 3, 2023
10.23#
Employment Letter between the Registrant and David Maday, dated June 5, 2023
10-Q
001-40216 10.2
August 3, 2023
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Incorporated by reference Filed or Furnished Herewith
Exhibit No. Description Form File No. Exhibit No. Filing Date
10.24#
Amendment No. 1 to Strategic Partnership Agreement, dated August 30, 2023, by and among the Registrant and Aurora Operations, Inc., and Continental Automotive Technologies GmbH and Continental Autonomous Mobility Germany GmbH
10-Q
001-40216 10.1
November 2, 2023
10.25#
Amended and Restated Strategic Partnership Agreement, dated September 27, 2023, by and among the Registrant and Aurora Operations, Inc., and Continental Automotive Technologies GmbH and Continental Autonomous Mobility Germany GmbH
10-Q
001-40216 10.2
November 2, 2023
10.26
Form of Common Stock Purchase Agreement, dated July 18, 2023, by and among the Registrant and the Purchasers
8-K
001-40216 10.1
July 19, 2023
10.27
Form of Registration Rights Agreement, dated July 18, 2023, by and among the Registrant and the Purchasers
8-K
001-40216 10.2
July 19, 2023
10.28#
Aurora Innovation, Inc. Change in Control and Severance Policy
8-K
001-40216 10.1
August 18, 2023
10.29#
Separation Agreement and Release, dated August 31, 2023, between Aurora Operations, Inc. and Richard Tame
8-K
001-40216 10.1
September 1, 2023
10.30#
A mendment to Stock Option Agreement entered into between Aurora Innovation, Inc. and David Maday
8-K
001-40216 10.1
June 15, 2023
10.31#
Form of Addendum to Stock Option Agreement for Executive Officers under the Aurora Innovation, Inc. 2021 Equity Incentive Plan
X
16.1
Letter to the Securities and Exchange Commission from KPMG LLP, dated March 9, 2023
8-K
001-40216 16.1
March 9, 2023
21.1 List of Subsidiaries
X
23.1 Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers)
X
23.2
Consent of Independent Registered Public Accounting Firm (KPMG)
X
24.1 Power of Attorney (included in the signature page to this Annual Report on Form 10-K)
X
31.1 Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer
X
31.2 Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer
X
32.1* Section 1350 Certification of Principal Executive Officer
X
32.2* Section 1350 Certification of Principal Financial Officer
X
97.1
Compensation Recovery Policy
X
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
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Incorporated by reference Filed or Furnished Herewith
Exhibit No. Description Form File No. Exhibit No. Filing Date
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
† Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S‑K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
# Indicates management contract or compensatory plan or arrangement.
* The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Aurora Innovation, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 14, 2024 Aurora Innovation, Inc.
By: /s/ Chris Urmson
Name: Chris Urmson
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Urmson, David Maday and Nolan Shenai, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated:
Name Title Date
/s/ Chris Urmson Chairman and Chief Executive Officer February 14, 2024
Chris Urmson (Principal Executive Officer)
/s/ David Maday Chief Financial Officer February 14, 2024
David Maday
(Principal Financial and Accounting Officer)
/s/ Sterling Anderson Director February 14, 2024
Sterling Anderson
/s/ Brittany Bagley Director February 14, 2024
Brittany Bagley
/s/ Gloria Boyland
Director February 14, 2024
Gloria Boyland
/s/ Reid Hoffman Director February 14, 2024
Reid Hoffman
/s/ Claire D'Oyly-Hughes Johnson
Director February 14, 2024
Claire D'Oyly-Hughes Johnson
/s/ Dara Khosrowshahi Director February 14, 2024
Dara Khosrowshahi
/s/ Michelangelo Volpi Director February 14, 2024
Michelangelo Volpi
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