01—Abstract
Summary
Summary of the 8-K filed June 17, 2026. Cited figures are marked; the original filing is the authoritative source.
Twilio Inc. filed this Current Report on Form 8-K to report the results of its 2026 Annual Meeting of Stockholders, held June 16, 2026.
Holders of 131,137,989 shares of Class A Common Stock, representing 86.40%a of the voting power of the Class A Common Stock outstanding and entitled to vote as of the April 17, 2026 record date, were present in person or by proxy, which constituted a quorum. Stockholders voted on five proposals, and the filing reports that all five were approved or ratified. The most consequential actions for shareholders are the approval of the Amended and Restated 2016 Stock Option and Incentive Plan and the Amended and Restated 2016 Employee Stock Purchase Plan.
The equity plan received 88,949,992 votes for and 30,250,610 against, with 91,571 abstentions and 11,845,816 broker non-votes. The employee stock purchase plan received 118,850,839 votes for and 398,239 against, with 43,095 abstentions and 11,845,816 broker non-votes. The plans are described in the Company's April 28, 2026 proxy statement, and their full texts are filed as Exhibits 10.1 and 10.2.
Stockholders also re-elected four Class I directors, ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of the named executive officers. The advisory say-on-pay vote recorded 111,551,506 votes for and 7,515,131 against.
02—Key points
Key Highlights
- Stockholders approved the Amended and Restated 2016 Stock Option and Incentive Plan, with 88,949,992 votes for and 30,250,610 against, the largest opposition among the five proposals.
- Stockholders approved the Amended and Restated 2016 Employee Stock Purchase Plan, with 118,850,839 votes for and 398,239 against.
- Charles Bell, Jeffrey Immelt, Douglas Robinson and Erika Rottenberg were elected as Class I directors to serve until the 2027 annual meeting, with Bell receiving 118,662,184 votes for and Rottenberg receiving 115,400,239.
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 128,947,987 votes for and 2,137,476 against.
- Named executive officer compensation was approved on a non-binding advisory basis, with 111,551,506 votes for, 7,515,131 against and 225,536 abstaining.
- Quorum was met with 131,137,989 Class A shares present, representing 86.40% of voting power entitled to vote as of the April 17, 2026 record date.
- The filing includes the plan documents as Exhibits 10.1 and 10.2 and an inline XBRL cover page as Exhibit 104.
03—Questions
Frequently Asked Questions
What did stockholders vote on at the June 16, 2026 Annual Meeting?
Stockholders voted on five proposals: the election of four Class I directors, ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2026, a non-binding advisory vote on named executive officer compensation, approval of the Amended and Restated 2016 Stock Option and Incentive Plan, and approval of the Amended and Restated 2016 Employee Stock Purchase Plan.
What changes were made to the equity and employee stock purchase plans?
The filing states that the 2016 Stock Option and Incentive Plan and the 2016 Employee Stock Purchase Plan were amended and restated and approved by stockholders. It refers to the Company's April 28, 2026 proxy statement for their terms and conditions, and the full plan documents are filed as Exhibits 10.1 and 10.2.
How much opposition was there to the equity incentive plan?
Of the votes cast on the Amended and Restated 2016 Stock Option and Incentive Plan, 30,250,610 were against, compared with 88,949,992 for. There were also 91,571 abstentions and 11,845,816 broker non-votes.
Who is the Company's independent auditor for 2026?
Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 128,947,987 votes for, 2,137,476 against and 52,526 abstentions.
Did stockholders support the executive compensation program?
Stockholders approved the compensation of the named executive officers on a non-binding advisory basis, with 111,551,506 votes for, 7,515,131 against, 225,536 abstentions and 11,845,816 broker non-votes.
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