Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Annual Report on Form 10-K.
Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the three months ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, no matter how well designed and operated, can only provide reasonable, not absolute assurance that its objectives will be met. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Item 9B. Other Information
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During the three months ended December 31, 2023, the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted written plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act for the sale of the Company’s securities as set forth in the table below.
Name
Position
Adoption Date
Total Shares Subject to Trading Arrangement
Expiration Date
Amanda Whalen
Chief Financial Officer
November 16, 2023 105,000 November 16, 2024
Landon Edmond (1)
Chief Legal Officer and General Counsel
November 17, 2023 258,668 November 17, 2024
Allen Chaves
Chief Technology Officer
November 21, 2023 780,000 November 22, 2024
Susan St. Ledger
Director
December 11, 2023 10,500 May 30, 2025
Jennifer Ceran
Director
December 14, 2023 13,000 December 16, 2024
______________
(1) The actual number of shares of common stock sold pursuant to this plan will be less, after shares are withheld to satisfy tax withholding obligations in connection with the net settlement of equity awards.
No other directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the three months ended December 31, 2023.
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 is incorporated by reference herein to our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our fiscal year.
Our board of directors has adopted a code of conduct that applies to all our employees, officers, contractors, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our code of conduct is posted on our website at investors.klaviyo.com under “Governance.” We intend to disclose any amendments to our code of conduct, or waivers of its requirements, on our website or in filings under the Exchange Act.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference herein to our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference herein to our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference herein to our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
Item 14. Principal Accountant Fees and Services
Our independent public accounting firm is Deloitte & Touche LLP, Boston, Massachusetts, PCAOB ID No 34.
The information required by this Item is incorporated by reference herein to our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
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Part IV
Item 15. Exhibit and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
(a) Consolidated Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(b) Financial Statement Schedules
All financial statement schedules are omitted because the required information is either not present, not present in material amounts, or is presented within our Consolidated Financial Statements and the related notes thereto included in this Annual Report on Form 10-K.
(c) Exhibits
The documents listed in the exhibit index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated herein (numbered in accordance with Item 601 of Regulation S-K).
Incorporated by Reference
Exhibit Number
Description
Form
File No.
Exhibit Number
Filing Date
Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of K laviyo, Inc.
X
3.2 A mended and Restated Bylaws of Klaviyo , Inc.
X
4.1 Specimen Series A Common Stock Certificate of Klaviyo, Inc.
S-1 333-274211 4.1 August 25, 2023
4.2
Description of Sec urities.
X
4.3 Amended and Restated Investors ’ R ights Agreement by and among Klaviyo, Inc. and certain of its stockholders, dated May 10, 2021.
S-1 333-274211 4.2 August 25, 2023
4.4
Warrant Agreement by and between Klaviyo, Inc. and Shopify Inc., dated July 28, 2022.
S-1 333-274211 4.3 August 25, 2023
4.5
Warrant Agreement by and between Klaviyo, Inc. and Shopify International Limited, dated July 28, 2022.
S-1 333-274211 4.4 August 25, 2023
4.6
Warrant Agreement by and between Klaviyo, Inc, and Shopify Commerce Singapore PTE. LTD., dated July 28, 2022.
S-1 333-274211 4.5 August 25, 2023
4.7
Stock Purchase Agreement by and between Klaviyo, Inc. and Shopify Strategic Holdings 3 LLC, dated June 24, 2022.
S-1 333-274211 4.6 August 25, 2023
10.1
Forms of Indemnification Agreement between Klaviyo, Inc. and each of its directors and executive officers.
S-1 333-274211 10.1 August 25, 2023
10.2*
2015 Stock Incentive Plan, as amended, and forms of award agreements thereunder.
S-1 333-274211 10.2 August 25, 2023
10.3*
2023 Stock Option and Incentive Plan, and forms of award agreements thereunder.
S-1/A
333-274211 10.3 September 11, 2023
10.4*
Senior Executive Cash Incentive Bonus Plan.
S-1 333-274211 10.4 August 25, 2023
10.5*
Employment Agreement by and between Klaviyo, Inc. and Landon Edmond, effective August 27, 2023.
S-1 333-274211 10.6 August 25, 2023
10.6*
Employment Agreement by and between Klaviyo, Inc. and Amanda Whalen, effective August 27, 2023.
S-1 333-274211 10.8 August 25, 2023
10.7*
Form of Director Offer Letter.
S-1 333-274211 10.10 August 25, 2023
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10.8
Lease Agreement by and between Klaviyo, Inc. and OPG 125 Summer Owner (DE) LLC, dated August 9, 2012, as amended on August 7, 2020.
S-1 333-274211 10.11 August 25, 2023
10.9#
Collaboration Agreement by and among Klaviyo, Inc. , Shopify Inc., Shopify International Limited, Shopify Commerce Singapore PTE. LTD., and Shopify Strategic Holdings 3 LLC, dated July 28, 2022.
S-1 333-274211 10.12 August 25, 2023
10.10#
Revenue Sharing Agreement by and between Klaviyo, Inc. and Shopify Inc., dated July 28, 2022.
S-1 333-274211 10.13 August 25, 2023
10.11*
2023 Employee Stock Purchase Plan.
S-1/A
333-274211 10.14 September 11, 2023
10.12*
Non-Employee Director Compensation Policy.
S-1 333-274211 10.15 August 25, 2023
21.1
Subsidiaries of Klaviyo, Inc .
X
23.1
Consent of Deloitte & Touche LLP, independent registered public accounting firm.
X
24.1
P ower of Attorney (included on signature page) .
X
31.1
Certification of Principal Executive Officer pursuant to SEC Rule 13a - 14(a) or 15d - 14(a) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
X
31.2
Certification of Principal Financial Officer pursuant to SEC Rule 13a - 14(a) or 15d - 14(a) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
X
32.1†
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
X
32.2†
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
X
97.1*
Compensation Recovery Policy .
X
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X
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
* Indicates a management contract or any compensatory plan, contract or arrangement.
† This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
# Certain confidential information contains in this exhibit has been omitted because it is both (i) not material and (ii) the type that Klaviyo, Inc. treats as private or confidential.
Item 16. Form 10-K Summary
Not applicable.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
KLAVIYO, INC.
Dated: February 29, 2024
By: /s/ Andrew Bialecki
Name: Andrew Bialecki
Title: Chief Executive Officer
(Principal Executive Officer)
Dated: February 29, 2024
By: /s/ Amanda Whalen
Name: Amanda Whalen
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
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Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Bialecki, Amanda Whalen, and Landon Edmond, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their 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 his or her substitute or substitutes, 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 on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Andrew Bialecki
Chief Executive Officer and Director
(Principal Executive Officer)
February 29, 2024
Andrew Bialecki
/s/ Amanda Whalen
Chief Financial Officer
( Principal Financial and Accounting Officer )
February 29, 2024
Amanda Whalen
/s/ Jennifer Ceran
Director
February 29, 2024
Jennifer Ceran
/s/ Luciano Fernandez Gomez
Director
February 29, 2024
Luciano Fernandez Gomez
/s/ Edward Hallen
Chief Product Officer and Director February 29, 2024
Edward Hallen
/s/ Ping Li
Director February 29, 2024
Ping Li
/s/ Michael Medici
Director February 29, 2024
Michael Medici
/s/ Roxanne Oulman
Director February 29, 2024
Roxanne Oulman
/s/ Susan St. Ledger
Director February 29, 2024
Susan St. Ledger
/s/ Tony Weisman
Director February 29, 2024
Tony Weisman
128