UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 8, 2024, the Board of Directors of Twilio Inc. (the “Company”) approved and adopted the Third Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), which became effective upon such approval and adoption. The amendments to the Amended and Restated Bylaws were adopted to enhance corporate governance and facilitate stockholder input in director elections and in light of recent developments in Delaware law.
Among other things, the amendments to the Amended and Restated Bylaws:
| • | update the disclosure requirements for stockholders submitting director nominations and proposing other business, including (i) revising the “Acting in Concert” definition such that a person will be deemed to be “Acting in Concert” with another person only if such person has an agreement, arrangement or understanding with such other person regarding the nomination or business proposed at a meeting, (ii) removing “any other person or entity” from the list of parties with whom agreements, arrangements and understandings in connection with the proposal of business must be disclosed, (iii) removing disclosure requirements regarding “Responsible Persons” and certain other interests or relationships that reasonably could have influenced the decision to bring a nomination or propose business, and (iv) adding a definition of “principal competitor” pertaining to required disclosures relating to interests in competitors; and |
| • | revise certain stockholder meeting mechanics regarding adjournment and preparation of stockholder lists based on recent amendments to the Delaware General Corporation Law. |
The Amended and Restated Bylaws also include other clarifications and technical and conforming revisions.
The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated Bylaws, which is attached as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Exhibit Description | |
| 3.1 | Third Amended and Restated Bylaws of Twilio Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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 hereunto duly authorized.
| TWILIO INC. | ||||||
| February 9, 2024 | By: | /s/ Dana R. Wagner | ||||
| Name: | Dana R. Wagner | |||||
| Title: | Chief Legal Officer | |||||