What changed in this filing

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Item 9A. Controls and Procedures

2021-03-31 compared with 2020-03-27 · 69 added, 28 removed, 140 unchanged (41% of the section changed)

2 unchanged sentences

Our management, with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January 31, 2020, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January 31, 2021, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

1 unchanged sentence

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Seal Software Group Limited (acquired in May 2020) and Liveoak Technologies, Inc.

(acquired in July 2020), discussed in Note 5 to the Consolidated Financial Statements.

The financial results of these acquisitions are included from the date of each acquisition in the January 31, 2021 consolidated financial statements and are collectively approximately 1.5% of total assets as of January 31, 2021 and approximately 1.5% of total revenues for the year ended January 31, 2021.

Management has concluded that its internal control over financial reporting was effective as of January 31, 2021 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

8 unchanged sentences

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

The design of any system of controls also is based in part upon

DocuSign, Inc.| 2021 Form 10-K | 97

certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

DocuSign, Inc.| 2021 Form 10-K | 98

OTHER INFORMATION

1 unchanged sentence

We maintain a Code of Business Conduct and Ethics applicable to all of our employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, which is a “Code of Ethics for Senior Financial Officers” as defined by applicable rules of the SEC.

This code is publicly available on our website at investor.docusign.com.

If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website at docusign.com or in a Current Report on Form 8-K filed with the SEC.

This code is publicly available on our investor relations website at investor.docusign.com.

If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our investor relations website or in a Current Report on Form 8-K filed with the SEC.

The remaining information required by this item, including information about our Directors, Executive Officers and Audit Committee, is incorporated by reference to the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2021.

7 unchanged sentences

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2021.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as a part of this Annual Report on Form 10-K:

7 unchanged sentences

Notes to the Consolidated Financial Statements

DocuSign, Inc.| 2021 Form 10-K | 99

Financial Statement Schedules

2 unchanged sentences

Form 10-K Summary."

DocuSign, Inc.| 2021 Form 10-K | 100

FORM 10-K SUMMARY

2 unchanged sentences

Incorporated by Reference Exhibit Filing Date

2.1 Share Purchase Agreement dated as of February 26, 2020 by and among DocuSign, Inc., DocuSign International, Inc., Seal Software Group Limited and Fortis Advisors LLC as the Shareholders’ Representative .

2.1 Share Purchase Agreement dated as of February 26, 2020 by and among the Registrant , DocuSign International, Inc., Seal Software Group Limited and Fortis Advisors LLC as the Shareholders’ Representative .

8-K 001-38465 2.1 February 28, 2020

2 unchanged sentences

3.2 Amended and Restated Bylaws .

S-1 333-223990 3.5 March 28, 2018

8-K 001-38465 3.1 May 29, 2020

4.1 Form of Common Stock Certificate .

2 unchanged sentences

S-1 333-223990 10.1 March 28, 2018

4.3 Indenture, dated September 18, 2018, between DocuSign, Inc.

4.3 Indenture, dated September 18, 2018, between the Registrant and U.S.

Bank National Association, as Trustee.

8-K 001-38465 4.1 September 18, 2018

4.4 Form of Global Note representing DocuSign, Inc.’s 0.50% Convertible Senior Notes due 2023 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

4.4 Form of Global Note representing the Registrant ’ s 0.50% Convertible Senior Notes due 2023 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

8-K 001-38465 4.2 September 18, 2018

4.5 Description of Registrant's Securities.

Filed herewith

4.5 Credit Agreement, dated as of January 11, 2021, by a nd among the Registrant , Bank of America, N.A., BofA Securities, Inc.

and Silicon Valley Bank, and the lenders thereunder.

8-K 001-38465 99.1 January 11, 2021

4.6 Indenture, dated January 15, 2021, b y and among the Registrant and U.S.

National Bank Association, as Trustee.

8-K 001-38465 4.1 January 15, 2021

4.7 Form of Global Note representing the Registrant ’s 0% Convertible Senior Notes due 2024 (included as Exhibit A to the Indenture filed as Exhibit 4.1) .

8-K 001-38465 4.1 January 15, 2021

4.8 Description of the Registrant's Securities.

10-K 001-38465 Filed herewith March 27, 2020

10.1 Form of Confirmation for Capped Call Transactions .

1 unchanged sentence

10.2 Form of Indemnity Agreement between the Registrant and each of its directors and executive officers .

S-1 333-223990 10.9 March 28, 2018

8-K 001-38465 10.1 December 3, 2020

10.3# Amended and Restated 2011 Equity Incentive Plan, as amended.

10 unchanged sentences

S-1 333-223990 10.7 March 28, 2018

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10.9# 2018 Employee Stock Purchase Plan .

5 unchanged sentences

10.12# Amended and Restated Non-Employee Director Compensation Policy .

10-Q 001-38465 10.2 September 6, 2019

10-Q 001-38465 10.1 December 4, 2020

10.13# Amended and Restated Offer Letter, dated as of March 27, 2018, by and between the Registrant and Daniel D.

2 unchanged sentences

8-K 001-38465 99.2 March 12, 2020

10.15# Offer Letter, dated as of June 6, 2019, by and between Registrant and Loren Alhadeff.

Filed herewith

10.15# Offer Letter, dated as of June 6, 2019, by and between t he Registrant and Loren Alhadeff.

10-K 001-38465 10.15 March 27, 2020

10.16# Offer Letter, dated as of March 31, 2017, by and between the Registrant and Scott V.

S-1/A 333-223990 10.10.2 April 3, 2018

10.17# Offer Letter, dated as of May 10, 2019, by and between Registrant and Tram Phi.

Filed herewith

10.17# Offer Letter, dated as of May 10, 2019, by and between t he Registrant and Tram Phi.

10-K 001-38465 10.17 March 27, 2020

10.18# Amended and Restated Offer Letter, dated as of April 11, 2018, by and between the Registrant and Michael J.

6 unchanged sentences

S-1 333-223990 10.20 March 28, 2018

10.22# Offer Letter, dated as of August 28, 2020, by and between the Registrant and Cynthia Gaylor .

10-Q 001-38465 10.2 December 4, 2020

10.23 Form of Capped Call Transaction Confirmation entered into January 2021 .

8-K 001-38465 99.1 January 15, 2021

10.24 Form of Ex c h ange Agreement.

8-K 001-38465 99.2 January 15, 2021

10.25# Amended and Restated Executive Severance and Change in Control Agreement , dated as of March 31, 2021, by and between the Company and Loren Alhadeff .

Filed herewith

10.26# Executive Severance and Change in Control Agreement, dated as of March 11, 2021, by and between the Company and Joan Burke .

8-K 001-38465 99.3 March 11, 2021

10.27# Executive Severance and Change in Control Agreement , da ted as of March 12, 2021, by and between the Company and Tom Casey.

Filed herewith

10.28# Amended and Restated Executive Severance and Change in Control Agreement, dated as of March 31, 2021, by and between the Company and Cynthia Gaylor.

Filed herewith

10.29# Executive Severance and Change in Control Agreement, dated as of March 12, 2021, by and between the Company and Scott Olrich.

Filed herewith

10.30# Amended and Restated Executive Severance and Change in Control Agreement, dated as of March 11, 2021, by and between the Company and Trâm Phi .

8-K 001-38465 99.7 March 11, 2021

10.31# Executive Severance and Change in Control Agreement, dated as of March 11, 2021, by and between the Company and Dan Springer.

Filed herewith

DocuSign, Inc.| 2021 Form 10-K | 102

10.32# Amended and Restated Executive Severance and Change in Control Agreement, dated as of March 13, 2021, by and between the Company and Lambert Walsh.

Filed herewith

21.1 Subsidiaries of the Registrant.

26 unchanged sentences

# Indicates management contract or compensatory plan, contract or agreement.

DocuSign, Inc.| 2021 Form 10-K | 103

Pursuant to the requirements 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.

5 unchanged sentences

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel D.

Springer and Michael J.

Sheridan, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, 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 to 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 their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Springer and Cynthia Gaylor, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, 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 to 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 their or his substitutes, may lawfully do or cause to be done by virtue thereof.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

3 unchanged sentences

Springer ( Principal Executive Officer )

/s/ Michael J.

Sheridan Chief Financial Officer March 27, 2020

Sheridan ( Principal Financial Officer and Principal Accounting Officer )

/s/ Mary Agnes Wilderotter Director March 27, 2020

/s/ Cynthia Gaylor Chief Financial Officer March 26, 2021

Cynthia Gaylor ( Principal Financial Officer and Principal Accounting Officer )

/s/ Mary Agnes Wilderotter Chair, Director March 26, 2021

Mary Agnes Wilderotter

/s/ Cynthia Gaylor Director March 27, 2020

Cynthia Gaylor

Hinshaw Director March 27, 2020

/s/ James Beer Director March 26, 2021

/s/ Teresa Briggs Director March 26, 2021

Teresa Briggs

Hayes Director March 26, 2021

Irving Director March 26, 2021

Director March 27, 2020

/s/ Enrique T.

Salem Director March 26, 2021

Steven Singh Director March 27, 2020

/s/ Peter Solvik Director March 26, 2021

/s/ Inhi Cho Suh Director March 26, 2021

DocuSign, Inc.| 2021 Form 10-K | 105

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures