1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: 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.
+Added: 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 January 31, 2022.
Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January 31, 2022, 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.
+Added: DocuSign, Inc.| 2022 Form 10-K | 98
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).
−Removed: 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.
−Removed: 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.
−Removed: (acquired in July 2020), discussed in Note 5 to the Consolidated Financial Statements.
−Removed: 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, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.
1 unchanged sentence
Changes in Internal Control Over Financial Reporting
+Added: During the fourth quarter of fiscal 2022, we completed the implementation of a human resources information and payroll system which directly supports our financial reporting.
+Added: As a result of this implementation, there were certain changes to our internal controls over financial reporting related to the new system.
+Added: There have been no other changes in our internal controls over financial reporting that occurred during the fourth quarter of fiscal 2022 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) under the Exchange Act during the fourth quarter of fiscal 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
5 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.
−Removed: The design of any system of controls also is based in part upon
−Removed: DocuSign, Inc.| 2021 Form 10-K | 97
−Removed: 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;
+Added: 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;
over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.
2 unchanged sentences
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
15 unchanged sentences
The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
+Added: DocuSign, Inc.| 2022 Form 10-K | 100
Report of Independent Registered Public Accounting Firm
4 unchanged sentences
Notes to the Consolidated Financial Statements
−Removed: DocuSign, Inc.| 2021 Form 10-K | 99
Financial Statement Schedules
12 unchanged sentences
3.2 Amended and Restated Bylaws .
−Removed: 8-K 001-38465 3.1 May 29, 2020
+Added: 8-K 001-38465 3.1 March 10, 2022
4.1 Form of Common Stock Certificate .
7 unchanged sentences
8-K 001-38465 4.2 September 18, 2018
−Removed: 4.5 Credit Agreement, dated as of January 11, 2021, by a nd among the Registrant , Bank of America, N.A., BofA Securities, Inc.
+Added: 4.5 Credit Agreement, dated as of January 11, 2021, by and 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
−Removed: 4.6 Indenture, dated January 15, 2021, b y and among the Registrant and U.S.
+Added: 4.6 Indenture, dated January 15, 2021, by and among the Registrant and U.S.
National Bank Association, as Trustee.
3 unchanged sentences
4.8 Description of the Registrant's Securities.
−Removed: 10-K 001-38465 Filed herewith March 27, 2020
+Added: 10-K 001-38465 4.8 March 31, 2021
10.1 Form of Confirmation for Capped Call Transactions .
21 unchanged sentences
S-1 333-223990 10.12 March 28, 2018
−Removed: 10.12# Amended and Restated Non-Employee Director Compensation Policy .
−Removed: 10-Q 001-38465 10.1 December 4, 2020
+Added: 10.12# Non-Employee Director Compensation Policy , amended and restated as of M ay 28, 2021 .
+Added: 10-Q 001-38465 10.1 June 4, 2021
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
−Removed: 10.15# Offer Letter, dated as of June 6, 2019, by and between t he Registrant and Loren Alhadeff.
+Added: 10.15# Offer Letter, dated as of June 6, 2019, by and between the Registrant and Loren Alhadeff.
10-K 001-38465 10.15 March 27, 2020
1 unchanged sentence
S-1/A 333-223990 10.10.2 April 3, 2018
−Removed: 10.17# Offer Letter, dated as of May 10, 2019, by and between t he Registrant and Tram Phi.
+Added: 10.17# Offer Letter, dated as of May 10, 2019, by and between the Registrant and Tram Phi.
10-K 001-38465 10.17 March 27, 2020
−Removed: 10.18# Amended and Restated Offer Letter, dated as of April 11, 2018, by and between the Registrant and Michael J.
−Removed: S-1/A 333-223990 10.10.4 April 3, 2018
+Added: 10.18# Confidential Separation Agreement and General Release of Claims, dated as of November 29, 2021.
+Added: 10-Q 001-38465 10.1 December 6, 2021
10.19# Offer Letter, dated as of October 5, 2017, by and between the Registrant and Kirsten O.
8 unchanged sentences
8-K 001-38465 99.1 January 15, 2021
−Removed: 10.24 Form of Ex c h ange Agreement.
+Added: 10.24 Form of Exchange 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.
−Removed: Filed herewith
+Added: 10-K 001-38465 10.25 March 31, 2021
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
−Removed: 10.27# Executive Severance and Change in Control Agreement , da ted as of March 12, 2021, by and between the Company and Tom Casey.
−Removed: Filed herewith
+Added: 10.27# Executive Severance and Change in Control Agreement, dated as of March 12, 2021, by and between the Company and Tom Casey.
+Added: 10-K 001-38465 10.27 March 31, 2021
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.
−Removed: Filed herewith
+Added: 10-K 001-38465 10.28 March 31, 2021
10.29# Executive Severance and Change in Control Agreement, dated as of March 12, 2021, by and between the Company and Scott Olrich.
−Removed: Filed herewith
+Added: 10-K 001-38465 10.29 March 31, 2021
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 .
1 unchanged sentence
10.31# Executive Severance and Change in Control Agreement, dated as of March 11, 2021, by and between the Company and Dan Springer.
−Removed: Filed herewith
+Added: 10-K 001-38465 10.31 March 31, 2021
DocuSign, Inc.| 2022 Form 10-K | 103
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.
−Removed: Filed herewith
+Added: 10-K 001-38465 10.32 March 31, 2021
21.1 Subsidiaries of the Registrant.
56 unchanged sentences
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.