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OTHER INFORMATION
−Removed: On March 1, 2023, our Board of Directors (the “Board”) approved amendments to our Amended and Restated Bylaws (the “Bylaws”), which became effective the same day.
−Removed: Among other things, the amendments:
−Removed: • update the advance notice provisions that apply where a stockholder intends to propose a director nomination or other business at a stockholder meeting, including to address newly adopted Rule 14a-19 of the Exchange Act (“Rule 14a-19”), by requiring:
−Removed: ◦ any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than our nominees in accordance with Rule 14a-19 and to provide reasonable evidence that certain requirements of such rule have been satisfied;
−Removed: ◦ the nomination of each proposed director nominee other than our nominees be disregarded (notwithstanding that the nominee is included as a nominee in our proxy statement, notice of meeting or other proxy materials for any stockholder meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by us (which proxies and votes shall be disregarded)) if, after a stockholder provides notice pursuant to Rule 14a-19, such stockholder subsequently fails to comply with the requirements of Rule 14a-19 or fails to timely provide reasonable evidence that certain requirements of such rule have been satisfied;
−Removed: ◦ that the number of nominees a stockholder may nominate for election at a stockholder meeting may not exceed the number of directors to be elected at such meeting;
−Removed: ◦ certain representations with respect to a proposed nominee regarding the absence of certain voting commitments, disclosure of compensation for service and compliance with our corporate governance and other policies, and intent to serve the entire term;
−Removed: ◦ additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies;
−Removed: ◦ that whenever a document or information must be delivered to us under the advance notice provisions such document or information must be in writing exclusively and must be delivered exclusively by hand, or by certified or registered mail, return receipt requested.
−Removed: • require that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by our Board;
−Removed: • make certain other technical, modernizing and clarifying changes.
−Removed: The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.2 hereto and is incorporated by reference herein.
+Added: Trading Arrangements
+Added: During the Company’s last fiscal quarter, the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of the Company’s securities set forth in the table below.
+Added: Type of Trading Arrangement
+Added: Name and Position
+Added: Adoption/ Termination
+Added: Rule 10b5-1**
+Added: Total Shares of Class A Common Stock to be Sold***
+Added: Expiration Date
+Added: Kelly Steckelberg , Chief Financial Officer
+Added: 11/24/2023 X Up to 241,100
+Added: * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
+Added: *** Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement.
+Added: The actual number of shares sold will be dependent on the satisfaction of certain conditions as set forth in the written plan.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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3.2 Amended and Restated Bylaws of Zoom Video Communications, Inc.
+Added: 001-38865 3.2
+Added: March 3, 2023
4.1 Form of Class A Common Stock Certificate
22 unchanged sentences
Non-Employee Director Compensation Policy, as amended
+Added: March 3, 2023
10.8# Zoom Video Communications, Inc.
−Removed: 2019 Equity Incentive Plan Global RSU Award G r ant Notice
+Added: 2019 Equity Incentive Plan Global RSU Award Grant Notice
10-Q 001-38865 10.2 September 13, 2019
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S-1 333-230444 10.6 March 22, 2019
−Removed: 10.12# Confirmatory Offer Letter by and between the Registrant and Janine Pelosi, dated December 18, 2018
−Removed: S-1 333-230444 10.7 March 22, 2019
Confirmatory Offer Letter by and between the Registrant and Kelly Steckelberg, dated December 18, 2018
S-1 333-230444 10.8 March 22, 2019
−Removed: 10.14# Offer Letter by and between the Registrant and Ryan Azus dated June 29, 2019
−Removed: 10-Q 001-38865 10.4 September 13, 2019
Offer Letter by and between the Registrant and Velchamy Sankarlingam dated May 19, 2020
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Director Offer Letter by and between the Registrant and Cindy Hoots dated January 4, 2023
+Added: March 3, 2023
Lease Agreement dated August 1, 2016, as amended, by and between the Registrant and KBSIII Almaden Financial Plaza, LLC
21 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Z oom Video Communications, Inc .
+Added: Clawback Policy
101.INS XBRL Instance Document
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FORM 10-K SUMMARY
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ZOOM VIDEO COMMUNICATIONS, INC.
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Yuan, Kelly Steckelberg, and Aparna Bawa, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their 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 his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
+Added: persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
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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.