What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-22 · 52 added, 66 removed, 121 unchanged (49% of the section changed)

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Principal Financial Officer, has 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 this evaluation, our Chief Executive Officer and our Principal Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

(b) Management's Annual Report on Internal Control Over Financial Reporting

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

2 unchanged sentences

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

On July 14, 2021 the Company acquired Zipwhip, Inc.

Management excluded Zipwhip from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.

Zipwhip's total assets excluded from this assessment was $51.9 million, representing 0.4% of the Company’s consolidated total assets as of December 31, 2021, and Zipwhip's total revenue of $55.4 million represented 2% of the Company’s consolidated revenue for the year ended December 31, 2021.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

On July 14, 2021, the Company acquired Zipwhip.

As a result of this acquisition, the Company is reviewing the internal controls of Zipwhip and is making appropriate changes as deemed necessary.

Except for the changes in internal controls related to Zipwhip, there were no changes in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15 (d) and 15d-15 (d) of the Exchange Act that occurred during the quarter ended December 31, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(d) Inherent Limitations on Effectiveness of Controls

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and our Principal Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

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.

6 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2022 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2021.

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2023 Annual Meeting of Stockholders (the “Proxy Statement”).

The Proxy Statement will be filed with the SEC within 120 days of the year ended December 31, 2022.

Codes of Business Conduct and Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees, which is available on our website at (investors.twilio.com) under “Governance Documents”.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our Code of Business Conduct and Ethics and by posting such information on the website address and location specified above.

Our board of directors has adopted a code of conduct that applies to all officers, directors and employees, which is available on our website at (investors.twilio.com) under “Governance”.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

Executive Compensation

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2022 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2021.

The information required by this item is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days of the year ended December 31, 2022.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2022 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2021.

The information required by this item is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days of the year ended December 31, 2022.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2022 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2021.

The information required by this item is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days of the year ended December 31, 2022.

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2022 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2021.

Exhibits and Financial Statement Schedules

The information required by this item is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days of the year ended December 31, 2022.

Exhibit and Financial Statement Schedules

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

8 unchanged sentences

Exhibit Filing Date

2.1 Agreement and Plan of Merger and Reorganization, dated as of May 16, 2021, by and among Twilio Inc., a Delaware corporation, Zeus Merger Sub I, Inc., a Delaware corporation, Zeus Merger Sub II, LLC, a Delaware limited liability company, Zipwhip, Inc., a Delaware corporation and Fortis Advisors LLC, a Delaware limited liability company

2.1 Agreement and Plan of Merger and Reorganization, dated as of May 16, 2021, by and among Twilio Inc., Zeus Merger Sub I, Inc., Zeus Merger Sub II, LLC, Zipwhip, Inc.

and Fortis Advisors LLC

10-Q 001-37806

2.1 July 30, 2021

2.2 Agreement and Plan of Reorganization, dated October 12, 2020, by and among Twilio Inc., a Delaware corporation, Scorpio Merger Sub, Inc., a Delaware corporation, Segment,io, Inc., a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company

2.2 Agreement and Plan of Reorganization, dated as of October 12, 2020, by and among Twilio Inc., Scorpio Merger Sub, Inc., Segment,io, Inc., and Shareholder Representative Services LLC

2.1 November 5, 2020

2.3 Framework Agreement Letter Agreement , dated as of August 16, 2021 , by and among Twilio Inc., a Delaware corporation, Carlyle Partners V Holdings, L.P.

, a Delaw are limited partnership, and Syniverse Corp oration, a Delaware corporation

8-K 001-37806 2.1 August 17, 2021

3.1 Amended and Restated Certificate of Incorporation of Twilio Inc.

4 unchanged sentences

S-1 333-211634 4.1 May 26, 2016

4.2 Amended and Restated Investors' Rights Agreement, dated April 24, 2015, between Twilio Inc.

and certain of its stockholders

S-1 333-211634 4.2 May 26, 2016

4.3 Indenture, dated as of May 17, 2018, between Twilio Inc.

and Wilmington Trust, National Association, as trustee

8-K 001-37806 4.1 May 18, 2018

4.4 Form of 0.25% Convertible Senior Notes due 2023 (included in Exhibit 4.3)

8-K 001-37806 4.2 May 18, 2018

4.2 Indenture, dated as of March 9, 2021 by and between Twilio Inc.

19 unchanged sentences

10-Q 001-37806 10.2 October 31, 2019

10.5* Segment.io, Inc.

Fifth Amended and Restated 2013 Stock Option and Grant Plan and related form agreements

10-K 001-37806 10.5 February 26, 2021

10.6* SendGrid, Inc.

Amended and Restated 2012 Equity Incentive Plan

10-K 001-37806 10.6 February 26, 2021

10.7* SendGrid, Inc.

Amended and Restated 2017 Equity Incentive Plan

10-K 001-37806 10.7 February 26, 2021

10.5* Twilio Inc.

Amended and Restated Non-Employee Director Compensation Policy

10-Q 001-37806 10.1 November 4, 2022

10.6* Twilio Inc.

Amended and Restated 2016 Employee Stock Purchase Plan

10-Q 001-37806 10.1 October 31, 2019

10.9* Zipwhip, Inc.

2018 Equity Incentive Plan

S-8 333-211634 99.1 August 2, 2021

10.10* Zipwhip, Inc.

Amended and Restated 2008 Stock Plan

S-8 333-211634 99.2 August 2, 2021

10.11 Office Lease, dated January 8, 2016, as amended January 8, 2016, between Twilio Inc.

and Bay Area Headquarters Authority

S-1 333-211634 10.6 May 26, 2016

10.7 Sublease, dated as of August 30, 2018, by and between Salesforce.com, Inc.

4 unchanged sentences

10-Q 001-37806 10.2 November 8, 2018

10.14* Offer L etter with Khozema Shipchandler, dated August 20, 2018

10.9* Offer Letter with Khozema Shipchandler, dated August 20, 2018

8-K 001-37806 10.1 October 25, 2018

10.10* Offer Letter with Marc Boroditsky, dated October 25, 2021

Filed herewith

10-K 001-37806 10.15 February 22, 2022

10.11* Offer Letter with Eyal Manor, dated October 13, 2021

Filed herewith

10-K 001-37806 10.16 February 22, 2022

10.12* Offer Letter with Dana Wagner dated October 7, 2021

10-K 001-37806 10.17 February 22, 2022

10.13* Offer Letter with Elena Donio, dated as of April 28, 2022

10-Q 001-37806 10.1 August 5, 2022

10.14* Offer Letter with Aidan Viggiano, dated February 10, 2023

Filed herewith

10.18* Chief Executive Officer Severance Plan dated March 28, 2018 and form of participation letter

10.15* Letter Agreement with Eyal Manor, dated February 2, 2023

Filed herewith

10.16* Chief Executive Officer Severance Plan , dated as of March 28, 2018 , and form of participation letter

10-Q 001-37806 10.1 May 10, 2018

10.19* Key Executive Severance Plan, dated March 28, 2018 and F orm of P articipation L etter

10.17* Key Executive Severance Plan, dated as of March 28, 2018 and f orm of p articipation l etter

10-Q 001-37806 10.2 May 10, 2018

10.20 Form of Capped Call Confirmation

8-K 001-37806 10.1 May 18, 2018

10.21+† Framework Agreement by and among Twilio Inc., a Delaware corporation, Carlyle Partners V Holdings, L.P., a Delaware limited partnership, and Syniverse Corporation, a Delaware corporation, dated as of February 26, 2021

10.18+† Framework Agreement , dated as of February 26, 202 1, by and among Twilio Inc., Carlyle Partners V Holdings, L.P.

and Syniverse Corporation

10-Q 001-37806 10.1 May 6, 2021

21.1 List of S ubsidiaries of the Registrant

10.19 Framework Agreement Letter Agreement, dated as of August 16, 2021, by and among Twilio Inc., Carlyle Partners V Holdings, L.P .

and Syniverse Corporation

8-K 001-37806 2.1 August 17, 2021

10.20 Second Framework Agreement Letter Agreement, dated as of May 13, 2022, by and among Twilio Inc., Carlyle Partners V Holdings, L.P.

and Syniverse Corporation

8-K 001-37806 2.1 May 16, 2022

21.1 List of Subsidiaries of Twilio Inc.

Filed herewith

1 unchanged sentence

Filed herewith

24.1 Power of Attorney (included in signature page hereto) Filed herewith

31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Filed herewith

32.1** Certification of the Chief Executive Officer and Chief Operating Officer (Principal Financial Officer ) pursuant to 18 U.S.C.

32.1** Certification s of the Chief Executive Officer and Chief Operating Officer (Principal Financial Officer) pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

20 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ JEFF LAWSON

Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeff Lawson, Khozema Z.

Shipchandler and Dana R.

Wagner, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 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 their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

February 24, 2023 /s/ JEFF LAWSON

4 unchanged sentences

February 24, 2023 /s/ BYRON B.

February 22, 2022 /s/ ELENA A.

February 24, 2023 /s/ DONNA L.

4 unchanged sentences

Erika Rottenberg

February 24, 2023 /s/ MIYUKI SUZUKI

Miyuki Suzuki

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