1 unchanged sentence
Securities Trading Plans of Directors and Executive Officers
−Removed: During the three months ended March 31, 2024, 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):
−Removed: On March 6, 2024 , Khozema Shipchandler , our Chief Executive Officer and a member of our board of directors , adopted a Rule 10b5-1 trading plan providing for the sale of up to an aggregate of 123,388 shares of common stock held by Mr.
−Removed: Shipchandler, plus any shares acquired pursuant to equity awards granted after the adoption of the plan or purchased under our employee stock purchase plan prior to the termination of the plan.
+Added: During the three months ended June 30, 2024, the following “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) was adopted which was intended to satisfy the affirmative defense in Rule 10b5-1(c):
+Added: On May 21, 2024 , Dana Wagner our Chief Legal Officer , adopted a Rule 10b5-1 trading plan providing for the sale of up to an aggregate of 104,525 shares of common stock held by Mr.
+Added: Wagner, plus any shares acquired pursuant to equity awards granted after the adoption of the plan or purchased under our employee stock purchase plan prior to the termination of the plan.
The number of shares listed above for Mr.
−Removed: Shipchandler includes performance-based awards presented at their target amounts and shares subject to limit orders that may or may not execute.
−Removed: The number of shares eligible for sale will also be reduced by shares sold in mandatory transactions to cover withholding taxes.
−Removed: The duration of the plan is until April 4, 2025 or earlier if all transactions under the plan have been completed.
−Removed: On March 7, 2024 , Aidan Viggiano , our Chief Financial Officer , entered into a Rule 10b5-1 trading plan providing for the sale of up to an aggregate of 121,675 shares of common stock held by Ms.
−Removed: Viggiano, plus any shares acquired pursuant to equity awards granted after the adoption of the plan or purchased under our employee stock purchase plan prior to the termination of the plan.
−Removed: The number of shares listed above for Ms.
−Removed: Viggiano includes performance-based awards presented at their target amounts and shares subject to limit orders that may or may not execute.
+Added: Wagner includes performance-based awards presented at their target amounts and
+Added: shares subject to limit orders that may or may not execute.
The number of shares eligible for sale will also be reduced by shares sold in mandatory transactions to cover withholding taxes.
−Removed: The duration of the plan is until July 31, 2025 or earlier if all transactions under the plan have been completed.
+Added: The duration of the plan is until August 15, 2025 or earlier if all transactions under the plan have been completed.
No other 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) during the last fiscal quarter.
4 unchanged sentences
Exhibit Filing Date
−Removed: Offer Letter, by and between Twilio Inc.
−Removed: and Khozema Shipchandler, dated January 7, 2024.
−Removed: 001-37806 10.1 January 8, 2024
−Removed: Separation Agreement and Release, by and between Twilio Inc.
−Removed: and Jeff Lawson, dated January 7, 2024.
−Removed: 001-37806 10.2 January 8, 2024
−Removed: 10.3 Cooperation Agreement, by and among Twilio Inc., Sachem Head Capital Management LP, and certain of their respective affiliates, dated March 30, 2024.
−Removed: 001-37806 10.1 April 1, 2024
−Removed: A mended and Restated Non-Employee Director Compensation Policy
+Added: Amended and R estated Certificate of I ncorporation
Filed herewith
+Added: Amended and Restated Non-Employee Director Compensation Policy
+Added: 10.4 May 8, 2024
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
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__________________________________________
+Added: + Refiling a version of the Amended and Restated Certificate of Incorporation that includes the correct name of the Company’s Delaware registered
+Added: agent and a conformed signature of the authorized officer that executed the Amended and Restated Certificate of Incorporation.
+Added: The Amended and Restated
+Added: Certificate of Incorporation otherwise matches the form previously filed as Exhibit 3.1 to Form S-1/A filed by the Company with the Securities and Exchange
+Added: Commission on June 13, 2016.
* Indicates a management contract or compensatory plan or arrangement.
1 unchanged sentence
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 8, 2024 /s/ KHOZEMA Z.
+Added: August 1, 2024 /s/ KHOZEMA Z.
Director and Chief Executive Officer (Principal Executive Officer)
−Removed: May 8, 2024 /s/ AIDAN VIGGIANO
+Added: August 1, 2024 /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.