19 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 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
+Added: 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.
1 unchanged sentence
Other Information.
−Removed: Disclosure Regarding Foreign Jurisdiction that Prevent Inspection.
+Added: Insider Trading Arrangements
+Added: During the quarterly period ended December 31, 2023, 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 of sale of our securities as set forth in the table below.
+Added: Type of Trading Arrangement
+Added: Name and Position Action Adoption/Termination Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares of Common Stock to be Sold*** Expiration Date
+Added: O’Connor , Director
+Added: November 27, 2023 x
+Added: 250,000 March 14, 2025
+Added: * Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
+Added: ***Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement.
+Added: The number of shares actually sold may be lower and will depend on the satisfaction of certain conditions as set forth in the written plan.
+Added: Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.
Not applicable.
1 unchanged sentence
Directors, Executive Officers, and Corporate Governance.
−Removed: We have adopted a Code of Conduct and Ethics that applies to all officers, directors and employees, which is available on our website at investors.procore.com under “Governance.”
−Removed: We intend to satisfy any disclosure requirements under the applicable rules of the SEC or NYSE regarding an amendment to, or waiver from, a provision of this Code of Conduct and Ethics by posting such information on our website, at the Internet address and location specified above.
+Added: We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors, and employees, which is available on our website at investors.procore.com under “Governance.”
+Added: We intend to satisfy any disclosure requirements under the applicable rules of the SEC or NYSE regarding an amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our website, at the Internet address and location specified above.
The remaining information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
5 unchanged sentences
The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
−Removed: Principal Accounting Fees and Services.
+Added: Principal Accountant Fees and Services.
The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
9 unchanged sentences
Incorporated by Reference
−Removed: Description of Exhibit
+Added: Number Description of Exhibit Form File Number Exhibit Filing Date
2.1† Agreement and Plan of Merger, dated as of September 20, 2021, by and among Procore Technologies, Inc., Lucky Strike Merger Sub, Inc., Express Lien, Inc., and Shareholder Representative Services LLC, as Stockholder Representative
−Removed: November 5, 2021
+Added: 10-Q 001-40396 2.1 November 5, 2021
3.1† Amended and Restated Certificate of Incorporation of the Registrant
+Added: 8-K 001-40396 3.1 May 24, 2021
3.2† Amended and Restated Bylaws of the Registrant
+Added: 8-K 001-40396 3.2 May 24, 2021
4.1† Form of common stock certificate of the Registrant
+Added: S-1/A 333-236789 4.1 May 6, 2021
4.2† Sixth Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated September 24, 2019
−Removed: February 28, 2020
+Added: S-1/A 333-236789 4.2 February 28, 2020
4.3† Description of Registrant’s Securities
−Removed: March 4, 2022
+Added: 10-K 001-40396 4.3 March 4, 2022
Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers
+Added: S-1/A 333-236789 10.1 May 6, 2021
10.2†+ Procore Technologies, Inc.
2014 Equity Incentive Plan and related form agreements
−Removed: February 28, 2020
+Added: S-1/A 333-236789 10.2 February 28, 2020
Procore Technologies, Inc.
−Removed: 2021 Equity Incentive Plan and related form agreements
+Added: 2021 Equity Incentive Plan, as amended, and related form agreements
10.4†+ Procore Technologies, Inc.
2021 Employee Stock Purchase Plan
+Added: S-1/A 333-236789 10.4 May 10, 2021
10.5† Lease by and between Carp Two, LLC, and the Registrant, dated as of August 13, 2013, as amended
−Removed: February 28, 2020
+Added: S-1 333-236789 10.4 February 28, 2020
10.6† Lease by and between Carp Two, LLC, and the Registrant, dated as of January 1, 2014, as amended
−Removed: February 28, 2020
+Added: S-1 333-236789 10.5 February 28, 2020
10.7† Lease by and between 6267 Carp Ave, LLC, and the Registrant, dated as of November 1, 2017
−Removed: February 28, 2020
+Added: S-1 333-236789 10.6 February 28, 2020
10.8† Lease by and between 6303 Carpinteria Avenue, LLC, and the Registrant, dated as of October 5, 2015, as amended
−Removed: February 28, 2020
+Added: S-1 333-236789 10.7 February 28, 2020
10.9† Lease by and between 6303 Carpinteria Avenue, LLC, and the Registrant, dated as of May 25, 2016
−Removed: February 28, 2020
+Added: S-1 333-236789 10.8 February 28, 2020
10.12†+ Cash Incentive Bonus Plan
−Removed: February 28, 2020
+Added: S-1/A 333-236789 10.10 February 28, 2020
10.13†+ Non-Employee Director Compensation Policy
−Removed: March 4, 2022
+Added: 10-K 001-40396 10.13 March 4, 2022
10.14†+ Offer Letter by and between Craig F.
Courtemanche and the Registrant, dated as of April 30, 2021
−Removed: Offer Letter by and between Paul Lyandres and the Registrant, dated as of April 30, 2021
+Added: S-1/A 333-236789 10.11 May 6, 2021
Offer Letter by and between Benjamin Singer and the Registrant, dated as of April 30, 2021
+Added: S-1/A 333-236789 10.14 May 6, 2021
Offer Letter by and between Joy Driscoll Durling and the Registrant, dated as of July 27, 2022
+Added: 10-Q 001-40396
10.1 August 5, 2022
Offer Letter by and between Steven Scott Davis and the Registrant, dated as of October 6, 2022
+Added: 10-Q 001-40396
10.1 November 4, 2022
+Added: O ffer Letter by and between Howard Fu and the R egistrant , dated as of May 8, 2023
+Added: 10.10 May 8, 2023
Form of Executive Severance Agreement between the Registrant and each of its executive officers
+Added: S-1/A 333-236789 10.17 May 6, 2021
21.1* List of subsidiaries of the Registrant
5 unchanged sentences
32.2*# Section 906 Certification of Principal Financial Officer
−Removed: 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.
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: I ncentive Compensation Recoupment Policy
+Added: 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.
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
7 unchanged sentences
Procore Technologies, Inc.
−Removed: March 1, 2023
+Added: February 26, 2024
Courtemanche, Jr.
4 unchanged sentences
Courtemanche, Jr.
−Removed: Lyandres, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual 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 for 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 the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
+Added: and Howard Fu, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual 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 for 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 the individual’s substitute, 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 report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: Courtemanche, Jr.
+Added: Signature Title Date
Courtemanche, Jr.
1 unchanged sentence
(Principal Executive Officer)
−Removed: March 1, 2023
+Added: February 26, 2024
+Added: Courtemanche, Jr.
+Added: /s/ Howard Fu
Chief Financial Officer and Treasurer
(Principal Financial Officer)
−Removed: March 1, 2023
+Added: February 26, 2024
/s/ William F.
1 unchanged sentence
(Principal Accounting Officer)
−Removed: March 1, 2023
−Removed: /s/ Nanci Caldwell
−Removed: Nanci Caldwell
February 26, 2024
−Removed: /s/ Erin Chapple
−Removed: February 28, 2023
−Removed: /s/ Brian Feinstein
−Removed: February 28, 2023
+Added: Director February 26, 2024
+Added: Director February 26, 2024
+Added: /s/ Brian Feinstein Director February 26, 2024
Brian Feinstein
/s/ William J.G.
−Removed: February 28, 2023
−Removed: February 28, 2023
−Removed: /s/ Graham Smith
−Removed: February 28, 2023
−Removed: February 28, 2023
−Removed: /s/ Kathryn Bueker
−Removed: February 28, 2023
−Removed: Kathryn Bueker
+Added: Director February 26, 2024
+Added: Director February 26, 2024
+Added: /s/ Graham V.
+Added: Director February 26, 2024
+Added: Director February 26, 2024
+Added: /s/ Kathryn A.
+Added: Director February 26, 2024
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.