Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures 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. In addition, they are designed to ensure that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Pursuant to in Rules 13(a)-13(e) and 15(d)-15(e) under the Exchange Act, our management, under the supervision and with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of January 31, 2024.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishment and maintenance of adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our CEO and CFO, to provide reasonable assurance regarding the reliability of financing reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Under the supervision and with the participation of our CEO and CFO, and under the oversight of our board of directors, our management performed an evaluation of the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K, 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 such evaluation, our management concluded that our internal control over financial reporting was effective as of January 31, 2024.
The effectiveness of our internal control over financial reporting as of January 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter ended January 31, 2024 no change in internal control over financial reporting was identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our CEO and CFO, 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 a reasonable assurance level. However, any control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that its objectives will be met. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures and internal control over financial reporting, including resource constraints, errors in judgment, and the possibility that controls and procedures will be circumvented by collusion, by management override, or by mistake. Additionally, the design of any control system is based in part on management assumptions about the likelihood of future events, and there can be no assurance that the system will succeed in achieving its objectives under all potential future scenarios. As a result of these limitations, our management does not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all potential errors or fraud or detect all potential misstatements due to error or fraud.
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Item 9B. Other Information
During the three months ended January 31, 2024, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of our securities as follows:
• On January 12, 2024 , Richard P. Wong , a member of our board of directors , on behalf of a family trust, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell, between April 15, 2024 and July 15, 2024, up to 150,000 shares of our Class A common stock, subject to limit prices .
• On January 12, 2024 , Brad Brubaker , our Chief Legal Officer and Secretary , terminated the remaining portion of his Rule 10b5-1 trading arrangement originally adopted on January 11, 2023 for the sale of up to 165,000 shares of our Class A common stock through February 28, 2024.
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 to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2024.
We have adopted a Code of Conduct that applies to all employees, including executive officers, and to directors. The Code of Conduct is available on our website at uipath.com ( http://www.uipath.com/assets/downloads/global-code-conduct ). If we ever were to amend or waive any provision of our Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, or to any of our directors or other executive officers, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2024.
Item 13. Certain Relationships and Related Party Transactions, and Director Independence
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2024.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2024.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Consolidated Financial Statements
The consolidated financial statements are filed as a part of this Annual Report on Form 10-K under Item 8. Financial Statements and Supplementary Data.
(2) Financial Statement Schedules
The financial statement schedules are omitted because they are either not applicable or because the information required is presented in the financial statements and notes thereto under Item 8. Financial Statements and Supplementary Data.
(3) Exhibit Index
The exhibits listed below are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit
Number Description
Form File No. Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of UiPath, Inc.
8-K 001-40348 3.1 04/28/2021
3.2 Second Amended and Restated Bylaws of UiPath, Inc.
8-K 001-40348 3.2 03/10/2023
3.3 Second Amended and Restated Bylaws of UiPath, Inc., marked to show amendments effective as of March 7, 2023
10-K 001-40348 3.3 03/24/2023
4.1 Form of Class A Common Stock Certificate
S-1/A 333-254738 4.1 04/19/2021
4.2 Description of Securities
10-K 001-40348 4.2 04/04/2022
10.1 Amended and Restated Investors' Rights Agreement, dated February 1, 2021
S-1 333-254738 10.1 03/26/2021
10.2† UiPath, Inc. 2015 Stock Plan
S-1 333-254738 10.2 03/26/2021
10.3† Forms of Stock Option Grant Notices and Agreements under the UiPath, Inc. 2015 Stock Plan
S-1 333-254738 10.3 03/26/2021
10.4† UiPath, Inc. 2018 Stock Plan
S-1 333-254738 10.4 03/26/2021
10.5† Forms of Stock Option Grant Notices and Agreements under the UiPath, Inc. 2018 Stock Plan
S-1 333-254738 10.5 03/26/2021
10.6† Form of Restricted Stock Award Grant Notice under the UiPath, Inc. 2018 Stock Plan
S-1 333-254738 10.6 03/26/2021
10.7† Forms of Restricted Stock Unit Grant Notices and Agreements under the UiPath, Inc. 2018 Stock Plan
S-1 333-254738 10.7 03/26/2021
10.8† UiPath, Inc. 2021 Equity Incentive Plan
S-1/A 333-254738 10.8 04/12/2021
10.9† Forms of Grant Notice and Stock Option Agreement under the UiPath, Inc. 2021 Equity Incentive Plan
S-1/A 333-254738 10.9 04/12/2021
10.10† Forms of Restricted Stock Unit Grant Notice and Award Agreement under the UiPath, Inc. 2021 Equity Incentive Plan
S-1/A 333-254738 10.10 04/12/2021
10.11† UiPath, Inc. 2021 Employee Stock Purchase Plan
S-1/A 333-254738 10.11 04/12/2021
10.12† Form of Indemnity Agreement entered into by and between UiPath, Inc. and each director and executive officer
S-1 333-254738 10.12 03/26/2021
10.13† Offer Letter, by and between UiPath, Inc. and Daniel Dines, dated February 18, 2021
S-1 333-254738 10.13 03/26/2021
10.14† Offer Letter, by and between UiPath, Inc. and Ashim Gupta, dated February 17, 2021
S-1 333-254738 10.14 03/26/2021
10.15† Offer Letter, by and between UiPath, Inc. and Brad Brubaker, dated February 16, 2021
S-1 333-254738 10.15 03/26/2021
10.16
Senior Secured Credit Facilities Credit Agreement, by and among UiPath, Inc., Silicon Valley Bank, HSBC Ventures USA Inc., Sumitomo Mitsui Banking Corporation, and Mizuho Bank, LTD., dated October 30, 2020
S-1 333-254738 10.19 03/26/2021
10.17†
Non-Employee Director Compensation Policy
S-1/A 333-254738 10.22 04/12/2021
10.18++
Lease Agreement dated as of September 24, 2021 between UiPath, Inc. and One Vanderbilt Owner LLC
10-Q 001-40348 10.1 12/10/2021
10.19†
Offer Letter, by and between UiPath, Inc. and Robert Enslin, dated April 25, 2022
10-Q 001-40348 10.2 06/03/2022
10.20†**
Separation and Release of Claims Agreement between UiPath, Inc. and Christopher Weber, executed March 28, 2023
10-Q 001-40348 10.1 06/02/2023
10.21†**
Advisory Agreement between UiPath, Inc. and Theodore Kummert, executed April 11, 2023
10-Q 001-40348 10.1 06/02/2023
16.1 Letter from Grant Thornton LLP, dated April 20, 2022, regarding change in independent registered public accounting firm
8-K 001-40348 16.1 04/20/2022
21.1 List of Subsidiaries of UiPath, Inc.
X
23.1 Consent of KPMG LLP, independent registered public accounting firm
X
23.2 Consent of Grant Thornton LLP, independent registered public accounting firm
X
24.1 Power of attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
X
31.1 Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1^ Certification of Chief 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 Chief 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
Ui Path , Inc. Incentive Compensation Rec oup ment P olicy
X
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
† Indicates management contract or compensatory plan.
++ Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been redacted.
**Certain information contained in this agreement has been omitted because it is the type that the registrant treats as private or confidential and/or is not material.
^ The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, 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.
UIPATH, INC.
By: /s/ Ashim Gupta
Name: Ashim Gupta
Title: Chief Financial Officer
Date: March 27, 2024
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Enslin and Brad Brubaker, 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, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated (and, as indicated with an asterisk, representing at least a majority of the members of the board of directors).
Signature Title Date
/s/ Robert Enslin Chief Executive Officer and Director March 27, 2024
Robert Enslin* ( Principal Executive Officer )
/s/ Ashim Gupta Chief Financial Officer March 27, 2024
Ashim Gupta ( Principal Financial Officer )
/s/ Hitesh Ramani Chief Accounting Officer March 27, 2024
Hitesh Ramani (Principal Accounting Officer)
/s/ Daniel Dines Chairman and Chief Innovation Officer March 27, 2024
Daniel Dines*
/s/ Philippe Botteri Director March 27, 2024
Philippe Botteri*
/s/ Michael Gordon Director March 27, 2024
Michael Gordon*
/s/ Daniel D. Springer Director March 27, 2024
Daniel D. Springer*
/s/ Laela Sturdy Director March 27, 2024
Laela Sturdy*
/s/ Karenann Terrell Director March 27, 2024
Karenann Terrell*
/s/ Richard P. Wong Director March 27, 2024
Richard P. Wong*
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