What changed in this filing

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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-02-27 · 56 added, 45 removed, 128 unchanged (44% of the section changed)

1 unchanged sentence

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.

Our management, with the participation of our Chief Executive Officer and our Chief 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 Chief Financial Officer concluded that, as of December 31, 2023, 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 Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

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.

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our Chief Executive Officer and our Principal Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles.

Under the supervision and with the participation of our Chief Executive Officer and our Principal Financial Officer and oversight of the board of directors, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles.

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer and oversight of the board of directors, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, 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 on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

3 unchanged sentences

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.

Our management, including our Chief Executive Officer and our Chief 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.

4 unchanged sentences

Other Information

Not applicable.

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

The Proxy Statement will be filed with the SEC within 120 days of the year ended December 31, 2023.

Codes of Business Conduct and Ethics

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.

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

24 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of Twilio Inc.

S-1A 333-211634 3.1 June 13, 2016

3.2 Second Amended and Restated Bylaws of Twilio Inc.

10-Q 001-37806 3.1 August 4, 2020

333-211634 3.1 June 13, 2016

3.2 Third Amended and Restated Bylaws of Twilio Inc.

001-37806 3.1 February 9, 2024

3.3 Certificate of Retirement of Class B Common Stock of Twilio Inc, dated as of June 28, 2023

3.1 June 29, 2023

4.1 Form of Class A Common Stock Certificate of Twilio Inc.

11 unchanged sentences

4.6 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

10-K 001-37806 4.5 February 26, 2021

Filed herewith

10.1* Form of Indemnification Agreement

2 unchanged sentences

10-K 001-37806 10.2 February 26, 2021

Amended and Restated 2016 Stock Option and Incentive Plan, and forms of Agreements thereunder

Amended and Restated 2016 Stock Option and Incentive Plan, and forms of a greements thereunder

10-K 001-37806 10.3 February 26, 2021

2 unchanged sentences

10-Q 001-37806 10.2 October 31, 2019

10.5* Twilio Inc.

Cash-Based Award Agreement for Company Employees under the Twilio Inc.

2016 Stock Option and Incentive Plan

10.1 February 22, 2023

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

10.8 Twilio Inc.

Amended Chief Executive Officer Severance Plan

001-37806 10.2 February 22, 2023

10.9* Twilio Inc.

Senior Executive Severance Plan

001-37806 10.3 February 22, 2023

10.10* Twilio Inc.

Non-Employee Directors’ Deferred Compensation Program and forms thereunder

10-Q 001-37806 10.6 May 10, 2023

10.11* Twilio Inc.

Executive Incentive Compensation Plan

001-37806 10.1 December 1, 2023

10.12* Offer Letter with Dana Wagner , dated as of 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

10-K 001-37806 10.14 February 27, 2023

Separation Agreement and Release with Jeff Lawson, dated as of January 7, 2024

001-37806 10.2 January 8, 2024

10.16* Offer Letter with Khozema Shipchandler, dated as of January 7, 2024

001-37806 10.1 January 8, 2024

10.17 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

10.9* 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

10-K 001-37806 10.15 February 22, 2022

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

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

10.15* 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

10.17* 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

Framework Agreement, dated as of February 26, 2021, by and among Twilio Inc., Carlyle Partners V Holdings, L.P.

12 unchanged sentences

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

Number Incorporated by Reference

Description Form File No.

Exhibit Filing Date

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

Filed herewith

31.2 Certification of the Chief Operating Officer (Principal Financial 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

31.2 Certification of the Chief Financial 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

Filed herewith

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

32.1** Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

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

Furnished herewith

97.1 Twilio Inc.

Compensation Recovery Policy

Filed herewith

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith

11 unchanged sentences

__________________________________________

+ Schedules and other similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and other similar attachments upon request by the Securities and Exchange Commission.

† Certain portions of this exhibit have been omitted because they are not material, and they are the type of information that the registrant treats as private or confidential.

3 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

/s/ KHOZEMA Z.

Chief Executive Officer

POWER OF ATTORNEY

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

Shipchandler and Dana R.

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

Shipchandler, Aidan Viggiano 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

Director and Chief Executive Officer (Principal Executive Officer)

February 27, 2024 /s/ KHOZEMA Z.

Chief Operating Officer (Principal Accounting and Financial Officer)

February 24, 2023 /s/ RICHARD L.

Director and Chief Executive Officer (Principal Executive Officer)

February 27, 2024 /s/ AIDAN VIGGIANO

Aidan Viggiano

Chief Financial Officer (Principal Accounting and Financial Officer)

February 27, 2024 /s/ CHARLIE BELL

February 27, 2024 /s/ BYRON B.

8 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.

What changed 10-K

Item 9A. Controls and Procedures