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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-26 · 55 added, 42 removed, 137 unchanged (41% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, as of the end of the period covered by this Annual Report (the “Evaluation Date”).

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) 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.

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation 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.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2021 that our disclosure controls and procedures were effective such that the information relating to the company, including our consolidated subsidiaries, required to be disclosed in the reports we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) 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.

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 the rules of SEC for newly public companies.

Our management is responsible for establishing and maintaining 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 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2021.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2021, as stated in their report which appears in Part II, Item 8 of this Annual Report.

Changes in Internal Control over Financial Reporting

10 unchanged sentences

ITEM 9B – OTHER INFORMATION

ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

12 unchanged sentences

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(a) The following documents are filed as part of this Annual Report:

(1) Consolidated Financial Statements

The consolidated financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

The consolidated financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements in Item 8 of this Annual Report.

(2) Financial Statement Schedules

9 unchanged sentences

4.1 Indenture, dated as of December 1, 2020, among Rackspace Technology Global, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Exhibit 4.1 to Rackspace Technology, Inc.’s Form 8-K, filed on December 1, 2020)

4.2* Description of Capital Stock

4.2 Description of Capital Stock (incorporated by reference from Exhibit 4.2 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2020)

4.3 Indenture, dated as of February 9, 2021, among Rackspace Technology Global, Inc., the subsidiary guarantors party thereto from time to time and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Exhibit 4.1 to Rackspace Technology, Inc.'s Form 8-K, filed on February 9, 2021)

10.1 First Lien Credit Agreement, dated as of November 3, 2016, among Inception Parent, Inc., Inception Merger Sub, Inc., the lenders party thereto, and Citibank, N.A., as administrative agent (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

11 unchanged sentences

4, dated as of July 20, 2020, among Inception Parent, Inc., Rackspace Technology Global Inc., the subsidiary loan parties, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference from Exhibit 10.4 to Rackspace Technology, Inc.’s Form 8-K filed on August 7, 2020)

10.7 Incremental Assumption Agreement No.

5, dated as of February 9, 2021, among Rackspace Technology Global, Inc., the subsidiary loan parties, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on February 9, 2021)

10.8 Amended and Restated Investor Rights Agreement, dated as of August 4, 2020, among Rackspace Technology, Inc., Searchlight Capital II, L.P., Searchlight Capital II PV, L.P.

5 unchanged sentences

10.10 Amendment to Amended and Restated Investor Rights Agreement, dated as of December 7, 2020, between Rackspace Technology, Inc., AP VIII Inception Holdings, L.P.

and Searchlight

and Searchlight (incorporated by reference from Exhibit 10.9 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2020)

10.11 Amendment to Amended and Restated Investor Rights Agreement, dated as of December 7, 2020, between Rackspace Technology, Inc., AP VIII Inception Holdings, L.P.

and ABRY (incorporated by reference from Exhibit 10.10 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2020)

10.12 Registration Rights Agreement, dated as of August 4, 2020, among Rackspace Technology, Inc.

4 unchanged sentences

and the key stockholders party thereto (incorporated by reference from Exhibit 10.9 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

10.13 Receivables Financing Agreement, dated as of March 19, 2020, among Rackspace Receivables LLC, as borrower, the persons from time to time party thereto, as lenders and as group agents, BMO Capital Markets, as administrative agent and as arranger, and Rackspace US, Inc.

as initial servicer (incorporated by reference from Exhibit 10.10 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

10.14† Employment Agreement, between Rackspace US, Inc.

and Kevin Jones, effective as of March 13, 2019 (incorporated by reference from Exhibit 10.11 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

Employment Agreement, between Rackspace US, Inc.

and Dustin Semach, effective as of July 22, 2019, as amended (incorporated by reference from Exhibit 10.12 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

Employment Agreement, between Rackspace US, Inc.

and Sid Nair, effective as of July 29, 2019 (incorporated by reference from Exhibit 10.13 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

10.15† First Amendment to Employment Agreement, between Rackspace US, Inc.

and Kevin Jones, effective April 1, 2021 (incorporated by reference from Exhibit 10.13 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

10.16† Employment Agreement, between Rackspace US, Inc.

2 unchanged sentences

and Subroto Mukerji, dated as of September 11, 2019 (incorporated by reference from Exhibit 10.15 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

10.18*† Second Amendment to the Employment Agreement, between Rackspace US, Inc.

and Subroto Mukerji, dated as of August 17, 2020

10.19*† Third Amendment to the Employment Agreement, between Rackspace US, Inc.

and Subroto Mukerji, dated as of September 15, 2021

10.20† Employment Agreement between the Company and Amar Maletira, dated October 16, 2020 (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on October 21, 2020)

10.21† Employment Agreement, between Rackspace US, Inc.

and Vikas Gurugunti, effective as of July 2, 2019 (incorporated by reference from Exhibit 10.16 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

Separation Agreement, between Rackspace US, Inc.

and Joseph F.

Eazor, effective as of April 23, 2019 (incorporated by reference from Exhibit 10.17 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

Separation Agreement and Release, between Rackspace US, Inc.

and Louis Alterman, dated as of August 30, 2019 (incorporated by reference from Exhibit 10.18 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

Separation Agreement and Release, between Rackspace US, Inc.

and Sandy Hogan, dated as of August 2, 2019 (incorporated by reference from Exhibit 10.19 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

and Holly Windham, effective as of April 17, 2017 (incorporated by reference from Exhibit 10.3 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

10.22† First Amendment to Employment Agreement, between Rackspace US, Inc.

and Holly Windham, effective as of October 1, 2017 (incorporated by reference from Exhibit 10.4 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

10.23† Second Amendment to Employment Agreement, between Rackspace US, Inc.

and Holly Windham, effective April 1, 2021 (incorporated by reference from Exhibit 10.14 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

10.24*† Third Amendment to Employment Agreement, between Rackspace US, Inc.

and Holly Windham, effective February 1, 2022

10.25† Employment Letter to Martin Blackburn, dated as of October 30, 2019 (incorporated by reference from Exhibit 10.9 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

10.26† Service Agreement, between Rackspace Limited and Martin Blackburn, effective as of December 1, 2019 (incorporated by reference from Ex hibit 10.10 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

10.27† Form of Non-Qualified Stock Option Agreement between Rackspace Technology, Inc.

19 unchanged sentences

2 to Registration Statement on Form S-1/A filed on July 27, 2020)

10.34† Form of Restricted Stock Unit Award Agreement between Rackspace Technology, Inc.

and the Company's Chief Executive Officer (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Current Report on Form 8-K filed on August 25, 2021)

10.35† Form of Performance Stock Unit Agreement between Rackspace Technology, Inc.

and the Company's Chief Executive Officer (incorporated by reference from Exhibit 10.2 to Rackspace Technology, Inc.’s Current Report on Form 8-K filed on August 25, 2021)

10.36† Rackspace Technology, Inc.

9 unchanged sentences

Non-Employee Director Compensation Policy (incorporated by reference from Exhibit 10.31 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

10.41† Rackspace Technology, Inc.

Executive Change in Control Severance Plan (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on March 18, 2021)

10.42† Form of Indemnification Agreement (incorporated by reference from Exhibit 10.32 to Rackspace Technology, Inc.’s Amendment No.

2 to Registration Statement on Form S-1/A filed on July 27, 2020)

10.36† Retention Agreement, between Rackspace US, Inc.

and Dustin Semach, dated as of May 5, 2020 (incorporated by reference from Exhibit 10.33 to Rackspace Technology, Inc.’s Amendment No.

1 to Registration Statement on Form S-1/A filed on July 20, 2020)

10.37† Second Amendment to the Employment Agreement between Rackspace US, Inc.

and Dustin Semach, effective as of July 20, 2020 (incorporated by reference from Exhibit 10.34 to Rackspace Technology, Inc.’s Amendment No.2 to Registration Statement on Form S-1/A filed on July 27, 2020)

10.38† Employment Agreement between the Company and Amar Maletira, dated October 16, 2020 (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on October 21, 2020)

10.39†* Separation Agreement and Release between the Company and Dustin Semach, dated December 2, 2020

21.1* Subsidiaries of the registrant

16 unchanged sentences

RACKSPACE TECHNOLOGY, INC.

February 26, 2021 By:

March 1, 2022 By:

/s/ Amar Maletira

1 unchanged sentence

President and Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

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.

1 unchanged sentence

/s/ Kevin Jones Chief Executive Officer;

Director February 26, 2021

Director March 1, 2022

Kevin Jones (Principal Executive Officer)

/s/ Amar Maletira President and Chief Financial Officer February 26, 2021

Amar Maletira (Principal Financial and Accounting Officer)

/s/ Susan Arthur Director February 26, 2021

/s/ Jeffrey Benjamin Director February 26, 2021

/s/ Amar Maletira President and Chief Financial Officer March 1, 2022

Amar Maletira (Principal Financial Officer)

/s/ Mark Marino Chief Accounting Officer March 1, 2022

Mark Marino (Principal Accounting Officer)

/s/ Susan Arthur Director March 1, 2022

/s/ Jeffrey Benjamin Director March 1, 2022

Jeffrey Benjamin

/s/ Timothy Campos Director February 26, 2021

/s/ Timothy Campos Director March 1, 2022

Timothy Campos

/s/ Dhiren Fonseca Director February 26, 2021

/s/ Dhiren Fonseca Director March 1, 2022

Dhiren Fonseca

/s/ Mitch Garber Director February 26, 2021

/s/ Brian St.

Jean Director February 26, 2021

/s/ David Sambur Director February 26, 2021

/s/ Aaron Sobel Director February 26, 2021

/s/ Mitch Garber Director March 1, 2022

/s/ Shashank Samant Director March 1, 2022

Shashank Samant

/s/ David Sambur Director March 1, 2022

/s/ Aaron Sobel Director March 1, 2022

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