22 unchanged sentences
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item, including the “securities authorized for issuance under equity compensation plans” table, will be incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2021.
+Added: The information required by this item will be incorporated by reference to the sections entitled “Non-Employee Director Compensation,” “Board of Directors and Corporate Governance – Compensation Committee Interlocks and Inside Participation,” “Compensation Discussion and Analysis,” “Executive Compensation” and “CEO Pay Ratio” in our Proxy Statement for the 2023 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2022.
Certain Relationships and Related Transactions, and Director Independence
7 unchanged sentences
3.2 Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to Sprout Social’s Current Report on form 8-K (File No.
−Removed: 001-39156) filed on December 17, 2019).
+Added: 001-39156) filed on October 31, 2022).
4.1 Specimen Stock Certificate evidencing the shares of Class A common stock (Incorporated by reference to Exhibit 4.1 to Amendment No.
2 unchanged sentences
4.2 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.4 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2019).
−Removed: 10.1 Loan and Security Agreement, dated as of December 1, 2017, by and between the Registrant and Silicon Valley Bank (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on October 25, 2019).
−Removed: 10.2 Joinder and First Amendment to Loan and Security Agreement, dated as of February 26, 2018, by and between the Registrant and Silicon Valley Bank (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on October 25, 2019).
−Removed: 10.3 Second Amendment to Loan and Security Agreement, dated as of July 26, 2018, by and between the Registrant and Silicon Valley Bank (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on October 25, 2019).
−Removed: 10.4 Third Amendment to Loan and Security Agreement, dated as of January 31, 2019, by and between the Registrant and Silicon Valley Bank (Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on October 25, 2019).
−Removed: Portions of this Exhibit have been omitted.
−Removed: 10.5 Fourth Amendment to Loan and Security Agreement, dated as of November 26, 2019, by and between the Registrant and Silicon Valley Bank (Incorporated by reference to Exhibit 10.28 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on December 2, 2019).
−Removed: 10.6 Letter Amendment to Loan and Security Agreement, dated as of February 5, 2020, by and between the Registrant and Silicon Valley Bank (Incorporated by reference to Exhibit 10.6 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2019).
10.1† Sprout Social, Inc.
36 unchanged sentences
2019 Incentive Award Plan, approved February 19, 2020 (Incorporated by reference to Exhibit 10.18 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2019).
+Added: 10.13† Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement pursuant to the Sprout Social, Inc.
+Added: 2019 Incentive Award Plan, approved February 16, 2022 (Incorporated by reference to Exhibit 10.1 to Sprout Social’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022).
+Added: 10.14† Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement pursuant to the Sprout Social, Inc.
+Added: 2019 Incentive Award Plan, approved February 15, 2023.
10.15† Form of Non-Employee Director Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement pursuant to the Sprout Social, Inc.
3 unchanged sentences
Sprout Social, Inc.
−Removed: Non-Employee Director Compensation Policy (Incorporated by reference to Exhibit 10.2 to Sprout Social’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
−Removed: 10.22† Sprout Social, Inc.
−Removed: Non-Employee Director Compensation Policy (as amended effective January 1, 2022).
+Added: Non-Employee Director Compensation Policy (as amended effective January 1, 2022) Incorporated by Reference to Exhibit 10.2 2 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2021).
10.18† Amended and Restated Executive Employment Agreement, dated as of November 29, 2019, by and between the Registrant and Justyn Howard (Incorporated by reference to Exhibit 10.17 to Amendment No.
10 unchanged sentences
333-23416) filed on December 2, 2019).
−Removed: 10.29† Executive Employment Agreement, dated January 1, 2016, by and between the Registrant and Aaron Rankin.
−Removed: 10.30† Amendment to Executive Employment Agreement, dated February 20, 2020, by and between the Registrant and Aaron Rankin.
+Added: 10.24† Executive Employment Agreement, dated January 1, 2016, by and between the Registrant and Aaron Rankin Incorporated b y Reference to Exhibit 10.29 to Sprout Social ’ s Annual Report on Form 10- K for the yea r e nded December 31, 2021) .
+Added: 10.25† Amendment to Executive Employment Agreement, dated February 20, 2020, by and between the Registrant and Aaron Rankin Incorporated by Reference to Exhibit 10.
+Added: 30 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2021) .
10.26 Form of Indemnification Agreement between Registrant and each director and executive officer (Incorporated by reference to Exhibit 10.20 to Amendment No.
1 unchanged sentence
333-23416) filed on December 2, 2019).
−Removed: 10.32 Sixth Amended and Restated Investor Rights Agreement, dated December 13, 2018, by and among the Registrant and the other parties thereto (Incorporated by reference to Exhibit 10.21 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on December 2, 2019).
−Removed: 10.33 Amendment No.
−Removed: 1 to Sixth Amended and Restated Investor Rights Agreement, dated as of November 8, 2019, by and among the Registrant and the other parties thereto (Incorporated by reference to Exhibit 10.22 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on December 2, 2019).
−Removed: 10.34 Sixth Amended and Restated Voting Agreement, dated December 13, 2018, by and among the Registrant and the other parties thereto (Incorporated by reference to Exhibit 10.23 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on December 2, 2019).
−Removed: 10.35 Amendment No.1 to Sixth Amended and Restated Voting Agreement, dated as of November 8, 2019, by and among the Registrant and the other parties thereto (Incorporated by reference to Exhibit 10.24 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on December 2, 2019).
−Removed: 10.36 Amended and Restated Voting Agreement, dated as of November 8, 2019, by and among the Registrant, Litani Holdings, LLC and Justyn Howard (Incorporated by reference to Exhibit 10.26 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on December 2, 2019).
21.1 List of Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form S-1 (File No.
17 unchanged sentences
* Furnished, not filed.
+Added: The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.
+Added: In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Form 10-K Summary.
24 unchanged sentences
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.