Other Information
−Removed: Not applicable.
+Added: Securities Trading Plans of Directors and Executive Officers
+Added: During the three months ended June 30, 2023, the following “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K) were adopted or terminated by our directors and officers, each of which was intended to satisfy the affirmative defense in Rule 10b5-1(c):
+Added: On May 11, 2023 , Richard Dalzell , a former member of our Board of Directors who did not stand for re-election at our annual meeting of stockholders on June 13, 2023 , terminated a Rule 10b5-1 trading plan in connection with the termination of his service as a director.
+Added: The terminated trading plan was effective until May 15, 2024 and provided for the sale of up to 18,000 shares of our Class A common stock.
+Added: On May 23, 2023 , Dana Wagner , our Chief Legal Officer , adopted a Rule 10b5-1 trading plan (the “prior plan”) providing for the sale of shares of our Class A common stock.
+Added: Due to clerical errors, prior to any sale being made pursuant to the prior plan, the prior plan was terminated on June 1, 2023 .
+Added: Wagner adopted a new Rule 10b5-1 trading plan (the “updated plan”) on June 5, 2023 , to be effective until August 13, 2024, which provides for the sale of up to 94,379 shares of our Class A common stock, plus any shares acquired pursuant to equity awards granted after the adoption of the updated plan or purchased under our employee stock purchase plan prior to the termination of the updated plan.
+Added: The number of shares listed above for Mr.
+Added: Wagner includes performance-based awards presented at their target amounts and shares subject to limit orders that may or may not execute.
+Added: The number of shares eligible for sale will also be reduced by shares sold in mandatory transactions to cover withholding taxes.
The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein.
3 unchanged sentences
Exhibit Filing Date
−Removed: 10.1+ Form of Cash-Based Award Agreement
−Removed: 8-K 001-37806 10.1 February 22, 2023
−Removed: 10.2+ Form of Amended CEO Severance Plan
−Removed: 8-K 001-37806 10.2 February 22, 2023
−Removed: 10.3+ Form of Senior Executive Severance Plan
−Removed: 8-K 001-37806 10.3 February 22, 2023
−Removed: 10.4+ Offer Letter with Aidan Viggiano, dated February 10, 2023
−Removed: 10-K 001-37806 10.14 February 27, 2023
−Removed: 10.5+ Letter Agreement with Eyal Manor, dated February 2, 2023
−Removed: 10-K 001-37806 10.15 February 27, 2023
−Removed: 10.6+ Non-Employee Directors’ Deferred Compensation Program, and f orms t hereunder
−Removed: Filed herewith
+Added: 3.1 Certificate of Retirement of Class B Common Stock of Twilio Inc.
+Added: dated June 28, 2023
+Added: 8-K 001-37806 3.1 June 29, 2023
31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
16 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.
−Removed: May 9, 2023 /s/ JEFF LAWSON
+Added: August 8, 2023 /s/ JEFF LAWSON
Director and Chief Executive Officer (Principal Executive Officer)
−Removed: May 9, 2023 /s/ AIDAN VIGGIANO
+Added: August 8, 2023 /s/ AIDAN VIGGIANO
Aidan Viggiano
1 unchanged sentence
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.