Twilio 8-K Signals Operational, Leadership Updates

TL;DR

**Twilio filed an 8-K hinting at big operational and leadership news.**

AI Summary

Twilio Inc. filed an 8-K on January 8, 2024, reporting an event that occurred on January 7, 2024. This filing covers several key areas including results of operations, financial condition, and potential changes in officers or their compensation. While the specific details of these events are not fully disclosed in this summary, the filing indicates that significant operational and leadership updates are forthcoming. This matters to investors because changes in financial condition or executive leadership can directly impact the company's strategic direction and future stock performance.

Why It Matters

This filing indicates potential significant changes in Twilio's financial health or executive team, which could influence its stock price and future growth prospects.

Risk Assessment

Risk Level: medium — The filing mentions 'Results of Operations and Financial Condition' and 'Departure of Directors or Certain Officers,' which could signal either positive or negative developments, creating uncertainty.

Analyst Insight

A smart investor would monitor Twilio's upcoming announcements closely for specific details on financial performance and any executive changes, as these will clarify the implications of this broad 8-K filing.

Key Players & Entities

• Twilio Inc. (company) — the registrant filing the 8-K
• January 7, 2024 (date) — date of the earliest event reported
• January 8, 2024 (date) — date the 8-K was filed
• 001-37806 (other) — Commission File Number for Twilio Inc.
• $0.001 (dollar_amount) — par value per share of Class A Common Stock

Forward-Looking Statements

• Twilio will provide more specific details regarding its 'Results of Operations and Financial Condition' in an upcoming announcement. (Twilio Inc.) — high confidence, target: Q1 2024 earnings report
• There will be an announcement regarding changes in Twilio's executive leadership or board of directors. (Twilio Inc.) — medium confidence, target: within 30 days

FAQ

Key Financial Figures

• $0.001 — stered Class A Common Stock, par value $0.001 per share TWLO New York Stock Excha
• $1,100,000 — pchandler will receive a base salary of $1,100,000 per year, consistent with his existing
• $10,000,000 — ith an aggregate value of approximately $10,000,000 (the " RSU Award ") and an award of per
• $15,000,000 — ith an aggregate value of approximately $15,000,000 (the " PSU Award "). The RSU Award will
• $99,840 — eceive a lump sum cash payment equal to $99,840, (2) have his outstanding and unvested

Filing Documents

• d551551d8k.htm (8-K) — 40KB
• d551551dex101.htm (EX-10.1) — 28KB
• d551551dex102.htm (EX-10.2) — 49KB
• d551551dex991.htm (EX-99.1) — 22KB
• g551551g0108040618816.jpg (GRAPHIC) — 3KB
• 0001193125-24-004000.txt ( ) — 299KB
• twlo-20240107.xsd (EX-101.SCH) — 3KB
• twlo-20240107_lab.xml (EX-101.LAB) — 18KB
• twlo-20240107_pre.xml (EX-101.PRE) — 11KB
• d551551d8k_htm.xml (XML) — 3KB

02

Item 2.02 Results of Operations and Financial Condition. On January 8, 2024, Twilio Inc. (the " Company ") issued a press release announcing that it expects to report revenue and non-GAAP income from operations for the fourth quarter ended December 31, 2023 and non-GAAP income from operations for the fiscal year ended December 31, 2023 above the guidance ranges provided in its earnings press release furnished as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2023. A copy of the press release is furnished herewith as Exhibit 99.1. The information furnished in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any other filing under the Securities Act of 1933, as amended (the " Securities Act "), or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Jeff Lawson and Appointment of Khozema Shipchandler as CEO and Director On January 7, 2024, Jeff Lawson resigned as the Company's Chief Executive Officer (" CEO ") and as a member of the Company's Board of Directors (the " Board ") and as Board Chair, in each case, effective January 8, 2024. Mr. Lawson's decision to resign from the Board did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On January 7, 2024, the Board appointed Khozema Shipchandler, the Company's President, Twilio Communications, as CEO of the Company and as a member of the Board, effective January 8, 2024 (the " CEO Transition "). Mr. Shipchandler will serve in the class of directors whose term expires at the Company's 2024 annual meeting of stockholders. Mr. Shipchandler will not be entitled to compensation in connection with his Board service and will cease serving as President, Twilio Communications upon his promotion to CEO. Mr. Shipchandler, age 49, has served as the Company's President, Twilio Communications since March 2023. Previously, Mr. Shipchandler served as the Company's Chief Operating Officer from 2021 to 2023 and the Company's Chief Financial Officer from 2018 to 2021. From 2015 to 2018, Mr. Shipchandler served as Chief Financial Officer and Executive Vice President of Corporate Development at GE Digital, an operational technology and infrastructure software company that is a division of General Electric. From 1996 to 2015, Mr. Shipchandler served in various executive roles at General Electric, including as Chief Financial Officer, Middle East, North Africa and Turkey from 2011 to 2013. Mr. Shipchandler has served on the board of directors of Smartsheet Inc., an enterprise software company, since June 2023. Mr. Shipchandler holds

01

Item 7.01 Regulation FD Disclosure. On January 8, 2024, the Company issued a press release announcing the Company leadership changes described herein. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference. The information contained herein and in the accompanying exhibit are "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

01

Item 8.01 Other Events. Board Chair Appointment In connection with Mr. Lawson's departure from the Board, the Board has appointed Jeff Epstein as Board Chair, effective January 8, 2024.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Exhibit Description 10.1 Offer Letter between the Company and Khozema Shipchandler, dated January 7, 2024. 10.2 Separation Agreement and Release between the Company and Jeff Lawson, dated January 7, 2024. 99.1 Press Release issued by Twilio, dated January 8, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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. January 8, 2024 By: /s/ Aidan Viggiano Name: Aidan Viggiano Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR