6 unchanged sentences
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
−Removed: The Company’s management has evaluated the effectiveness its internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: The Company’s management has evaluated the effectiveness of its internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.
7 unchanged sentences
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Atlantia S.p.A., which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.
+Added: Change of Registered Agent
+Added: On March 7, 2024, the Company filed a Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change the Company’s registered agent to The Corporation Trust Company and its registered office to 11209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.
+Added: The Certificate of Change was approved by the Board in accordance with Delaware law and has the effect of amending the Company’s Second Amended and Restated Certificate of Incorporation, effective as of the date of filing of the Certificate of Change.
+Added: A copy of the Certificate of Change is attached as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated herein by reference.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
18 unchanged sentences
3.1 Second Amended and Restated Certificate of Incorporation of TaskUs, Inc., dated as of June 10, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 15, 2021).
−Removed: 3.2 Second Amended and Restated Bylaws of TaskUs, Inc., dated as of June 10, 2021 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 15, 2021).
−Removed: 4.1 Description of Company’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 9, 2022).
+Added: C ertificate of Change of Registered Agent and Registered Office of the Company.
+Added: Third Amended and Restated Bylaws of TaskUs, Inc., dated as of March 2, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 7, 2023).
+Added: Description of Company’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 .
10.1 Amended and Restated Stockholders Agreement, dated as of June 15, 2021, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 15, 2021).
11 unchanged sentences
(formerly known as TaskUs, Inc.) (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on April 12, 2021).
−Removed: Pay Change Memo, dated March 26, 2020, for Bryce Maddock (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on April 12, 2021).
−Removed: Offer of Employment Letter, dated as of October 28, 2016, by and between TaskUs Holdings, Inc.
−Removed: (formerly known as TaskUs, Inc.) and Jarrod Johnson (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed on April 12, 2021).
10.9 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A filed on May 6, 2021).
12 unchanged sentences
(formerly known as TaskUs, Inc.), Blackstone Capital Partners VII L.P., Blackstone Capital Partners Asia L.P., and Blackstone Management Partners L.L.C (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed on April 12, 2021).
−Removed: Pay Change Memo, dated April 2, 2021, for Bryce Maddock (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2022).
Founder Employment Agreement, dated as of June 2, 2015, by and between Jaspar Weir and TaskUs Holdings, Inc.
(formerly known as TaskUs, Inc.) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2022).
−Removed: Pay Change Memo, dated April 2, 2021, for Jaspar Weir (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2022).
−Removed: Merit Memo, dated February 18, 2021, for Jarrod Johnson (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2022).
Form of Restricted Stock Unit Agreement under TaskUs, Inc.
4 unchanged sentences
Form of Restricted Stock Unit Agreement under TaskUs, Inc.
−Removed: 2021 Omnibus Incentive Plan ( incorporated by reference to Exhibit 10.
−Removed: 2 to the Company’s Quarterly Report on Form 10-Q filed on August 9 , 2022).
+Added: 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022).
Form of Option Agreement under TaskUs, Inc.
−Removed: 2021 Omnibus Incentive Plan ( incorporated by reference to Exhibit 10.
−Removed: 3 to the Company’s Quarterly Report on Form 10-Q filed on August 9 , 2022).
−Removed: Amended and Restated Credit Agreement, dated as of September 25, 2019 and as amended and restated on September 7, 2022, among TU MidCo, Inc., TU BidCo, Inc., the guarantors party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swing line lender and an L/C issuer, and the lenders and L/C issuers party thereto from time to time ( incorporated by reference to Exhibit 10.
−Removed: 1 to the Company’s Quarterly Report on Form 10-Q filed on November 8 , 2022).
+Added: 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022).
+Added: Amended and Restated Credit Agreement, dated as of September 25, 2019 and as amended and restated on September 7, 2022, among TU MidCo, Inc., TU BidCo, Inc., the guarantors party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swing line lender and an L/C issuer, and the lenders and L/C issuers party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2022).
10.24† Form of Restricted Stock Unit Agreement under TaskUs, Inc.
−Removed: 2021 Omnibus Incentive Plan.
+Added: 2021 Omnibus Incentive Plan (in c orporated by reference to Exhibit 10.29 to the Co mpany ’ s Annual Report on Form 10-K filed on Mar ch 6, 2023) .
Form of Option Agreement under TaskUs, Inc.
−Removed: 2021 Omnibus Incentive Plan.
+Added: 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.30 to the C ompany ’ s Annual Report on Form 10-K filed on March 6, 2023) .
Amendment to Performance Stock Unit Agreement (Founder's Award) under TaskUs, Inc.
−Removed: 2021 Omnibus Incentive Plan.
+Added: 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company ’ s Annual Report on Form 10-K filed on Mar ch 6, 2023) .
10.27† Amendment to Option Agreement (Founder's Award) under TaskUs, Inc.
−Removed: 2021 Omnibus Incentive Plan.
+Added: 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.32 to the Company ’ s Annual Report on Form 10-K filed on March 6, 2023) .
10.28† Amendment to Restricted Stock Unit Agreement (Founder's Award) under TaskUs, Inc.
+Added: 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.33 to the Co mpany ’ s Annual Report on Form 10-K filed on March 6, 2023) .
+Added: 10.29† Pay Change Memo, dated February 28, 2023, for Bryce Maddock (incorporated by reference to Exhibit 10.34 to the Co mpany ’ s Annual Report on Form 10-K filed on Mar ch 6, 2023) .
+Added: 10.30† Pay Change Memo, dated February 28, 2023, for Jaspar Weir (incorporated by reference to Exhibit 10.35 to the Co mpany ’ s Annual Report on Form 10-K filed on March 6, 2023) .
+Added: 10.31†* Form of Restricted Stock Unit Agreement under TaskUs, Inc.
2021 Omnibus Incentive Plan.
−Removed: 10.34†* Pay Change Memo, dated February 28, 2023, for Bryce Maddock.
−Removed: 10.35†* Pay Change Memo, dated February 28, 2023, for Jaspar Weir.
+Added: 10.32†* Pay Change Memo, dated March 1, 2024, for Balaji Sekar.
+Added: 10.33†* Pay Change Memo, dated March 1, 2024, for Jarrod Johnson.
+Added: 10.34†* Pay Change Memo, dated March 1, 2024, for Stephan Daoust.
+Added: 10.35†* Pay Change Memo, dated March 1, 2024, for Claudia Walsh.
21.1* Subsidiaries of the Registrant.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1* Incentive Co mpensation Clawback Policy, dated as of September 6, 2023
99.1* Section 13(r) Disclosure.
9 unchanged sentences
** Furnished herewith.
−Removed: † Management contract or compensatory plan or arrangement.
+Added: † Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.
The agreements and other documents filed as exhibits to this Annual Report 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.
31 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.