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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2022
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Twilio Inc.
(Exact name of registrant as specified in its charter)
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| | | | | | | | | | | | | | |
| Delaware | | 001-37806 | | 26-2574840 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
101 Spear Street, First Floor
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
(415) 390-2337
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.001 per share | | TWLO | | New York Stock Exchange |
| | Long-Term Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| | | | | |
| Emerging growth company | ☐ |
| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2022, the Board of Directors (the “Board”) of Twilio Inc. (“Twilio”) appointed Miyuki Suzuki to the Board as a Class III director. Ms. Suzuki’s appointment to the Board was reported under Item 5.02 on Twilio’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2022 (the “Initial Form 8-K”). Committee assignments for Ms. Suzuki had not been determined as of the filing of the Initial Form 8-K with the SEC. This Current Report on Form 8-K/A amends the Initial Form 8-K to disclose that on December 8, 2022, the Board appointed Ms. Suzuki to serve on the Compensation and Talent Management Committee of the Board (the “Compensation Committee”), effective December 8, 2022. The Board determined that Ms. Suzuki meets all of the applicable requirements for service on the Compensation Committee.
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.
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| TWILIO INC. |
| |
| Date: December 9, 2022 | By: | /s/ Khozema Z. Shipchandler |
| Name: | Khozema Z. Shipchandler |
| Title: | Chief Operating Officer |