01—Abstract
Summary
Summary of the 8-K filed June 10, 2024. Cited figures are marked; the original filing is the authoritative source.
Twilio Inc. (TWLO) held its 2024 Annual Meeting of Stockholders on June 6, 2024.
Holders of 138,898,158 shares of Class A Common Stock, representing 79.53%a of the voting power outstanding as of the April 15, 2024 record date, were present in person or by proxy, which constituted a quorum. Stockholders voted on five proposals, each described in the definitive proxy statement filed April 26, 2024. Stockholders elected Jeff Epstein, Khozema Shipchandler, and Andrew Stafman as Class II directors to serve until the 2027 annual meeting.
Epstein received the fewest votes for, with 71,741,601 for and 47,454,013 withheld, while Shipchandler received 118,062,793 for and Stafman received 112,117,957 for. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 137,461,341 votes for and 1,269,712 against. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 99,631,123 for and 19,383,794 against.
Stockholders expressed a preference for holding say-on-pay votes every one year, with 109,876,271 votes, and the company plans to hold these votes annually. Stockholders did not approve the management proposal to amend the certificate of incorporation to declassify the board of directors, which received 112,213,240 votes for, 6,758,281 against, and 224,093 abstentions.
02—Key points
Key Highlights
- Stockholders elected Jeff Epstein, Khozema Shipchandler, and Andrew Stafman as Class II directors to serve until the 2027 annual meeting; Epstein had the lowest for-vote count at 71,741,601 with 47,454,013 withheld.
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 137,461,341 votes for.
- Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 99,631,123 votes for and 19,383,794 against.
- Stockholders preferred one-year intervals for future say-on-pay votes (109,876,271 votes), and the company plans to hold these votes every year, with the next frequency vote no later than the 2030 annual meeting.
- The management proposal to declassify the board of directors was not approved, receiving 112,213,240 votes for, 6,758,281 against, and 224,093 abstentions.
- Holders of 138,898,158 Class A shares, representing 79.53% of voting power, attended, constituting a quorum.
03—Questions
Frequently Asked Questions
Who was elected to Twilio's board at the 2024 Annual Meeting?
Jeff Epstein, Khozema Shipchandler, and Andrew Stafman were elected as Class II directors to serve until the 2027 annual meeting of stockholders. Shipchandler received 118,062,793 votes for and 1,132,821 withheld, Stafman received 112,117,957 for and 7,077,657 withheld, and Epstein received 71,741,601 for and 47,454,013 withheld.
Did stockholders approve the auditor for 2024?
Yes. Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 137,461,341 votes for, 1,269,712 against, and 167,105 abstentions.
How often will Twilio hold say-on-pay votes going forward?
Stockholders preferred one-year intervals, with 109,876,271 votes for that option. Following the board's recommendation and consistent with this preference, the company plans to hold these advisory votes on executive compensation every year. The next frequency vote will take place no later than the 2030 annual meeting.
Why did the board declassification proposal fail?
The stockholders did not approve the proposal to amend the certificate of incorporation to declassify the board. It received 112,213,240 votes for, 6,758,281 against, and 224,093 abstentions, with 19,702,544 broker non-votes. The filing does not state the approval threshold required.
04—Continue