What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-27 compared with 2022-03-25 · 55 added, 53 removed, 155 unchanged (41% of the section changed)

3 unchanged sentences

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January 31, 2023, 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.

DocuSign, Inc.| 2022 Form 10-K | 98

Management’s Annual Report on Internal Control over Financial Reporting

4 unchanged sentences

Changes in Internal Control Over Financial Reporting

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.

As a result of this implementation, there were certain changes to our internal controls over financial reporting related to the new system.

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 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

32 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

9 unchanged sentences

Incorporated by Reference Exhibit Filing Date

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

3.1 Amended and Restated Certificate of Incorporation .

4 unchanged sentences

S-1/A 333-223990 4.1 April 17, 2018

4.2 Amended and Restated Investors' Rights Agreement dated April 30, 2015 by and among the Registrant and its stockholders .

S-1 333-223990 10.1 March 28, 2018

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

24 unchanged sentences

10.6# 2018 Equity Incentive Plan .

S-1 333-223990 10.5 March 28, 2018

S-8 333-224577 10.6 May 1, 2018

10.7# Form of Option Agreement and Exercise Notice under 2018 Equity Incentive Plan .

2 unchanged sentences

S-1 333-223990 10.7 March 28, 2018

DocuSign, Inc.| 2022 Form 10-K | 102

10.9# 2018 Employee Stock Purchase Plan .

S-1 333-223990 10.8 March 28, 2018

S-8 333-224577 10.9 May 1, 2018

10.10# Form of Performance Stock Unit Grant Notice under 2018 Equity Incentive Plan.

10-Q 001-38465 10.1 September 6, 2019

10-Q 001-38465 10.5 June 9, 2022

10.11 Office Lease 221 Main Street and related amendments .

S-1 333-223990 10.12 March 28, 2018

10.12# Non-Employee Director Compensation Policy , amended and restated as of M ay 28, 2021 .

DocuSign, Inc.| 2023 Form 10-K | 96

10.12 11th Amendment to Office Lease 221 Main Street .

Filed herewith

10.13# Non-Employee Director Compensation Policy, amended and restated as of May 28, 2021.

10-Q 001-38465 10.1 June 4, 2021

3 unchanged sentences

8-K 001-38465 99.2 March 12, 2020

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

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 the Registrant and Tram Phi.

10-K 001-38465 10.17 March 27, 2020

10.18# Confidential Separation Agreement and General Release of Claims, dated as of November 29, 2021.

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.

S-1/A 333-223990 10.10.5 April 3, 2018

10.20# Amended and Restated Retention Agreement, dated as of March 27, 2018, by and between the Registrant and Scott V.

S-1 333-223990 10.19 March 28, 2018

10.21# Amended and Restated Retention Agreement, dated as of March 27, 2018, by and between the Registrant and Kirsten O.

S-1 333-223990 10.20 March 28, 2018

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

4 unchanged sentences

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.

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

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

10-K 001-38465 10.27 March 31, 2021

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

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.

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 .

8-K 001-38465 99.7 March 11, 2021

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

10-K 001-38465 10.31 March 31, 2021

10.21# Offer Letter, dated as of May 9, 2022, by and between the Registrant and Stephen Shute.

10-Q 001-38465 10.1 June 9, 2022

10.22# Offer Letter, dated as of May 31, 2022, by and between the Registrant and James Shaughnessy.

10-Q 001-38465 10.2 June 9, 2022

10.23# Executive Severance and Change in Control Agreement, dated as of May 9, 2022, by and between the Registrant and Stephen Shute.

10-Q 001-38465 10.3 June 9, 2022

10.24# Executive Severance and Change in Control Agreement, dated as of May 31, 2022, by and between the Registrant and James Shaughnessy.

10-Q 001-38465 10.4 June 9, 2022

10.26# Offer Letter, dated June 17, 2022, by and between the Registrant and Mary Agnes Wilderotter.

8-K 001-38465 10.1 June 22, 2022

10.27# Amendment to Amended and Restated Executive Severance and Change in Control Agreement, dated June 21, 2022, by and between the Registrant and Cynthia Gaylor.

8-K 001-38465 10.2 June 22, 2022

10.28# Amendment to Executive Severance and Change in Control Agreement, dated June 21, 2022, by and between the Registrant and James Shaughnessy.

8-K 001-38465 10.3 June 22, 2022

10.29# Amendment to Executive Severance and Change in Control Agreement, dated June 21, 2022, by and between the Registrant and Stephen Shute.

8-K 001-38465 10.4 June 22, 2022

10.30# Separation Agreement and General Release of Claims, dated July 28, 2022, by and between the Registrant and Scott Olrich .

8-K 001-38465 10.1 July 29, 2022

Offer Letter, dated as of May 19, 2022, by and between the Registrant and Inhi Cho Suh .

8-K 001-38465 10.1 September 8, 2022

10.32# Executive Severance and Change in Control Agreement, dated as of July 5, 2022, by and between the Registrant and Inhi Cho Suh .

8-K 001-38465 10.2 September 8, 2022

10.33# Amendment to Executive Severance and Change in Control Agreement, dated as of July 5, 2022, by and between the R egistrant and Inhi Cho Suh .

8-K 001-38465 10.3 September 8, 2022

10.34# Offer Letter dated September 13, 2022 by and between the Registrant and Allan Thygesen .

8-K 001-38465 10.1 September 22, 2022

DocuSign, Inc.| 2023 Form 10-K | 97

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.

10.35# Transition Services and Separation Agreement, dated March 9, 2023, by and between the Registrant and Cynthia Gaylor .

8-K 001-38465 10.1 March 10, 2023

10.36# Offer Letter, dated as of January 3, 2023, by and between the Registrant and Robert Chatwani.

8-K 001-38465 10.2 March 10, 2023

10.37# Executive Severance and Change in Control Agreement, dated as of January 3, 2023, by and between the Registrant and Robert Chatwani.

8-K 001-38465 10.3 March 10, 2023

10.38# Form of Expanded Severance Letter .

8-K 001-38465 10.4 March 10, 2023

21.1 Subsidiaries of the Registrant.

11 unchanged sentences

Filed herewith

101.INS XBRL Instance Document.

101.INS Inline XBRL Instance Document.

Filed herewith

101.SCH XBRL Taxonomy Extension Schema Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

Filed herewith

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Filed herewith

101.DEF XBRL Taxonomy Definition Linkbase Document.

101.DEF Inline XBRL Taxonomy Definition Linkbase Document.

Filed herewith

101.LAB XBRL Taxonomy Extension Labels Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.

Filed herewith

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Filed herewith

104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101) Filed herewith

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed herewith

* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

4 unchanged sentences

DOCUSIGN, INC.

/s/ Daniel D.

/s/ Allan Thygesen

Allan Thygesen

Chief Executive Officer

(Principal Executive Officer)

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

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.

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

DocuSign, Inc.| 2023 Form 10-K | 99

1 unchanged sentence

Signature Title Date

/s/ Daniel D.

Springer Chief Executive Officer and Director March 25, 2022

Springer ( Principal Executive Officer )

/s/ Allan Thygesen Chief Executive Officer and Director March 27, 2023

Allan Thygesen ( Principal Executive Officer )

/s/ Cynthia Gaylor Chief Financial Officer March 27, 2023

10 unchanged sentences

/s/ Peter Solvik Director March 27, 2023

/s/ Inhi Cho Suh Director March 25, 2022

/s/ Daniel D.

Springer Director March 27, 2023

DocuSign, Inc.| 2023 Form 10-K | 100

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