01—Abstract
Summary
Summary of the 8-K filed June 11, 2025. Cited figures are marked; the original filing is the authoritative source.
Twilio Inc. held its Annual Meeting of Stockholders on June 10, 2025, where stockholders approved three amendments to the Company's Amended and Restated Certificate of Incorporation.
The amendments declassify the board of directors, eliminate supermajority voting provisions, and remove inoperative provisions, including references to Class B common stock, along with other miscellaneous updates. The Company filed the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 10, 2025, and it became effective upon filing. The full text is attached as Exhibit 3.1.
Holders of 123,304,985 shares of Class A Common Stock, representing 80.76%a of the voting power of outstanding Class A common stock as of the April 15, 2025 record date, were present in person or by proxy, which constituted a quorum. Stockholders re-elected Donna Dubinsky, Deval Patrick and Miyuki Suzuki as Class III directors to serve until the 2028 annual meeting. They also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and approved, on a non-binding advisory basis, the compensation of the named executive officers.
Each charter amendment was approved with substantial support. Declassification passed with 103,274,866 votes for and 5,956,347 against, supermajority elimination with 103,149,142 for and 6,094,211 against, and the inoperative-provisions amendment with 109,188,753 for and 65,066 against. The say-on-pay vote recorded 92,397,076 for and 16,819,154 against.
02—Key points
Key Highlights
- Stockholders approved amendments to declassify the board of directors, eliminate supermajority voting provisions, and remove inoperative provisions, including references to Class B common stock.
- The Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on June 10, 2025, and became effective upon filing.
- Donna Dubinsky, Deval Patrick and Miyuki Suzuki were elected as Class III directors to serve until the 2028 annual meeting.
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 121,737,338 votes for and 1,526,573 against.
- The non-binding advisory vote on named executive officer compensation passed with 92,397,076 votes for and 16,819,154 against.
- A quorum was present, with holders of 123,304,985 Class A common shares representing 80.76% of voting power entitled to vote as of the April 15, 2025 record date.
- Each of the six proposals was described in more detail in the definitive proxy statement filed on April 25, 2025.
03—Questions
Frequently Asked Questions
What changed in Twilio's certificate of incorporation?
The Amended and Restated Certificate of Incorporation declassifies the board of directors, eliminates supermajority voting provisions, and removes inoperative provisions, including references to Class B common stock, while updating certain other miscellaneous provisions. It became effective upon filing on June 10, 2025.
Who was elected to the board at the 2025 annual meeting?
Donna Dubinsky, Deval Patrick and Miyuki Suzuki were elected as Class III directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified. Dubinsky received 98,690,812 votes for and 10,608,391 withheld, Patrick received 102,011,236 for and 7,287,967 withheld, and Suzuki received 100,517,843 for and 8,781,360 withheld.
Did stockholders approve the auditor and executive pay proposals?
Yes. KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 121,737,338 votes for, 1,526,573 against and 41,074 abstaining. The non-binding say-on-pay proposal passed with 92,397,076 votes for, 16,819,154 against and 82,973 abstaining.
Where can investors find the full text of the amended charter?
The full text of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Form 8-K and is incorporated by reference. The filing states that the summary of the charter in the Form 8-K is qualified in its entirety by that exhibit.
04—Continue