Palantir Technologies Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level. 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 registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. Changes in Internal Controls Over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on the Effectiveness of Controls The effectiveness of any system of internal control over financial reporting, including ours, 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, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, 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. ITEM 9B. OTHER INFORMATION None. 154 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information called for by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2020 and is incorporated herein by reference. Our board of directors has adopted a code of conduct that applies to all of our employees, officers, 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 the investor relations page on our website, which is located at https://investors.palantir.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above. ITEM 11. EXECUTIVE COMPENSATION The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference. Our Chief Executive Officer holds approximately 66.3 million compensatory stock options that are approaching their expiration date in December 2021. As the expiration date of these options cannot be extended under existing laws and regulations without incurring significant tax penalties, we expect that he will exercise all of these options prior to December 2021, and concurrently or subsequently sell a significant portion of such shares, including to cover exercise costs, withholding taxes, and expected tax liabilities in connection with the exercise. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information, if any, required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. ITEM 14. 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. 155 Table of Contents PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) We have filed the following documents as part of this Annual Report on Form 10-K: 1. Financial Statements See Index under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules Schedules not listed above have been omitted because they are not required, because they are not applicable, or because the required information is otherwise included. 3. Exhibits The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below. Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Amended and restated certificate of incorporation of the registrant. 10-Q 001-39540 3.1 November 13, 2020 3.2 Amended and restated bylaws of the registrant. 10-Q 001-39540 3.2 November 13, 2020 4.1 Form of Class A common stock certificate of the registrant. S-1 333-248413 4.1 August 25, 2020 4.2 Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of August 24, 2020. S-1/A 333-248413 4.2 September 14, 2020 4.3 Form of Series D convertible preferred stock warrant. S-1 333-248413 4.3 August 25, 2020 4.4 Form of Series H redeemable convertible preferred stock venture warrant. S-1 333-248413 4.4 August 25, 2020 4.5 Form of Series I convertible preferred stock lead investor warrant. S-1 333-248413 4.5 August 25, 2020 4.6 Form of Series I convertible preferred stock lead investor IPO warrant. S-1 333-248413 4.6 August 25, 2020 4.7 Form of Series I convertible preferred stock IPO warrant. S-1 333-248413 4.7 August 25, 2020 4.8* Description of Capital Stock of Palantir Technologies Inc. 9.1 Founder Voting Agreement. S-1/A 333-248413 9.1 September 21, 2020 9.2 Founder Voting Trust Agreement. S-1/A 333-248413 9.2 September 18, 2020 156 Table of Contents Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 10.1+ Form of Indemnification Agreement between the registrant and each of its directors and executive officers. S-1/A 333-248413 10.1 September 9, 2020 10.2 Credit Agreement among the registrant, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as Administrative Agent, dated as of October 7, 2014, as amended. S-1 333-248413 10.2 August 25, 2020 10.3+ Palantir Technologies Inc. 2020 Equity Incentive Plan and related form agreements. S-1/A 333-248413 10.3 September 9, 2020 10.4+ Palantir Technologies Inc. Amended 2010 Equity Incentive Plan and related form agreements. S-1/A 333-248413 10.4 September 3, 2020 10.5+ Notice of Stock Option Grant and Stock Option Agreement (Non-Plan Option) between the registrant and Alexander Karp, dated as of September 22, 2009. S-1/A 333-248413 10.5 September 3, 2020 10.6+ Notice of Stock Option Grant and Stock Option Agreement (Non-Plan Option) between the registrant and Alexander Karp, dated as of January 24, 2011. S-1/A 333-248413 10.6 September 3, 2020 10.7+ Palantir Technologies Inc. 2020 Executive Equity Incentive Plan. S-1/A 333-248413 10.7 September 9, 2020 10.8+ Palantir Technologies Inc. Outside Director Compensation Policy. S-1/A 333-248413 10.8 September 14, 2020 10.9+ Employee Incentive Compensation Plan. S-1/A 333-248413 10.9 September 14, 2020 10.10+ Security Program Continuation Agreement between the registrant and Alexander Karp dated June 5, 2019. S-1/A 333-248413 10.10 September 14, 2020 21.1* List of subsidiaries of Palantir Technologies Inc. 23.1* Consent of Independent Registered Public Accounting Firm. 31.1* Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1† Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 157 Table of Contents Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 101.INS XBRL Instance Document. 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. * Filed Herewith + Indicates a management contract or compensatory plan or arrangement † The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary None. 158 Table of Contents SIGNATURES Pursuant to the requirements 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. Date: February 26, 2021 PALANTIR TECHNOLOGIES INC. By: /s/ Alexander C. Karp Alexander C. Karp Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alexander C. Karp and Stephen Cohen, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them 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 they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1934, this report 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/ Alexander C. Karp Alexander C. Karp Chief Executive Officer and Director ( Principal Executive Officer ) February 26, 2021 /s/ Stephen Cohen Stephen Cohen President and Director February 26, 2021 /s/ David Glazer David Glazer Chief Financial Officer ( Principal Financial Officer ) February 26, 2021 /s/ Jeffrey Buckley Jeffrey Buckley Chief Accounting Officer (Principal Accounting Officer ) February 26, 2021 /s/ Peter Thiel Peter Thiel Director February 26, 2021 /s/ Spencer Rascoff Spencer Rascoff Director February 26, 2021 159 Table of Contents Signature Title Date /s/ Alexandra Schiff Alexandra Schiff Director February 26, 2021 /s/ Alexander Moore Alexander Moore Director February 26, 2021 /s/ Lauren Friedman Stat Lauren Friedman Stat Director February 26, 2021 160