Byron Deeter, a Twilio Director Since 2010, to
Retire from the Board by Twilio’s 2024 Annual Meeting
Twilio’s Board of Directors Unanimously Votes
to Seek Shareholder Approval for Declassification of Board
Twilio (NYSE: TWLO), the customer engagement platform that
drives real-time, personalized experiences for today’s leading
brands, today announced that Byron Deeter, who has served on the
company’s Board of Directors since 2010, will not seek reelection
as a director and will retire from the Board prior to the company’s
2024 Annual Meeting of Shareholders (“Annual Meeting”). The size of
the Board will be reduced back to nine directors, effective as of
Mr. Deeter’s retirement.
“On behalf of the Twilio Board, I’d like to thank Byron for his
invaluable contributions over the past fourteen years,” said
Khozema Shipchandler, CEO of Twilio. “Byron was one of Twilio’s
first investors, and our Board and shareholders have greatly
benefited from his financial expertise and his extensive knowledge
of the SaaS and cloud technology industry. He helped guide the
company from our earliest stages of growth to become the leading
customer engagement platform. We are extremely grateful to Byron
for his dedication to Twilio.”
The company also announced that it will be seeking shareholder
approval at the upcoming Annual Meeting for the declassification of
the Board. If shareholder approval is obtained, directors elected
at the 2025 Annual Meeting and thereafter will be elected to
one-year terms.
“The Twilio Board is committed to upholding strong corporate
governance practices,” said Jeff Epstein, Chair of the Twilio
Board. “The decision to seek shareholder approval to declassify the
Board is one that we’ve been considering for some time and is
reflective of the meaningful engagement we’ve had with our
investors. This change builds on the sunsetting of the company’s
dual class share structure last year, and the separation of the
Chair and CEO roles earlier this year. Our Board will continue to
act in the best interests of Twilio and all shareholders.”
"Working with Jeff, Khozema, and the entire Twilio team and
Board has been an absolute thrill,” said Byron Deeter. “After
fourteen wonderful years I look forward to focusing my time on
finding the next great software and AI companies on behalf of my
partners at Bessemer Venture Partners, and my upcoming Chairmanship
at the National Venture Capital Association. I will remain a close
friend and enthusiastic supporter of Twilio as they continue to
lead in this revolution in communications and AI ahead.”
Additional information about these changes can be found in a
Form 8-K that the company will file with the Securities and
Exchange Commission.
About Twilio Inc.
Today’s leading companies trust Twilio’s Customer Engagement
Platform (CEP) to build direct, personalized relationships with
their customers everywhere in the world. Twilio enables companies
to use communications and data to add intelligence and security to
every step of the customer journey, from sales to marketing to
growth, customer service and many more engagement use cases in a
flexible, programmatic way. Across 180 countries and territories,
millions of developers and hundreds of thousands of businesses use
Twilio to create magical experiences for their customers. For more
information about Twilio (NYSE: TWLO) visit www.twilio.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws, which statements
involve risks and uncertainties. Forward-looking statements
generally relate to future events or Twilio’s future financial or
operating performance. In some cases, you can identify
forward-looking statements because they contain words such as
“may,” “can,” “will,” “would,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “forecasts,”
“potential” or “continue” or the negative of these words or other
similar terms or expressions that concern Twilio’s expectations,
strategy, plans or intentions. Forward-looking statements contained
in this press release include, but are not limited to, statements
about: Twilio’s future financial performance and its expectations
regarding profitability and growth; Twilio’s anticipated strategies
and business plans; Twilio’s ability to develop products related to
AI and to execute on its AI strategy; and Twilio’s plans to hold an
investor day and to share medium-term financial targets. You should
not rely upon forward-looking statements as predictions of future
events.
The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties,
and other factors that may cause Twilio’s actual results,
performance, or achievements to differ materially from those
described in the forward-looking statements, including, among other
things: Twilio’s ability to successfully implement its cost-saving
initiatives and to capture expected efficiencies; Twilio’s ability
to realize the anticipated benefits of changes to its operating
model and organizational structure; the impact of macroeconomic
uncertainties and market volatility; Twilio’s financial
performance, including expectations regarding its results of
operations and the assumptions underlying such expectations, and
ability to achieve and sustain profitability; Twilio’s ability to
attract and retain customers; Twilio’s ability to compete
effectively in an intensely competitive market; Twilio’s ability to
comply with modified or new industry standards, laws and
regulations applying to its business, and increased costs
associated with regulatory compliance; Twilio’s ability to manage
changes in network service provider fees and optimize its network
service provider coverage and connectivity; Twilio’s ability to
form and expand partnerships; and Twilio’s ability to successfully
enter into new markets and manage its international expansion.
The forward-looking statements contained in this press release
are also subject to additional risks, uncertainties, and factors,
including those more fully described in Twilio’s most recent
filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K and subsequent Quarterly Reports on Form
10-Q. Twilio operates in a very competitive and rapidly changing
environment, and new risks and uncertainties may emerge that could
have an impact on the forward-looking statements contained in this
press release.
Forward-looking statements represent Twilio’s management’s
beliefs and assumptions only as of the date such statements are
made. Twilio undertakes no obligation to update any forward-looking
statements made in this press release to reflect events or
circumstances occurring after the date of this press release or to
reflect new information or the occurrence of unanticipated events,
except as required by law.
Important Additional Information Regarding Proxy
Solicitation
Twilio intends to file a proxy statement and WHITE proxy card
with the U.S. Securities and Exchange Commission (the “SEC”) in
connection with its solicitation of proxies for Twilio’s 2024
annual meeting of shareholders (the “Proxy Statement” and such
meeting the “2024 Annual Meeting”). Twilio, its directors, director
nominees, certain of its executive officers and other employees may
be deemed participants in the solicitation of proxies from
shareholders in respect of the 2024 Annual Meeting. Information
regarding the names of Twilio’s directors and executive officers
and their respective interests in Twilio by security holdings or
otherwise is set forth in the Company’s proxy statement for the
2023 Annual Meeting of stockholders, filed with the SEC on April
26, 2023 (the “2023 Proxy Statement”). Please refer to the sections
captioned “Security Ownership of Certain Beneficial Owners and
Management,” “Non-Employee Director Compensation” and “Executive
Compensation” in the 2023 Proxy Statement. To the extent holdings
of such participants in Twilio’s securities have changed since the
amounts described in the 2023 Proxy Statement, such changes have
been reflected on Initial Statements of Beneficial Ownership on
Form 3 or Statements of Change in Ownership on Form 4 filed with
the SEC: Form 4, filed by Aidan Viggiano on May 17, 2023; Form 4,
filed by Dana Wagner on May 17, 2023; Form 4, filed by Aidan
Viggiano on June 13, 2023; Form 4, filed by Miyuki Suzuki on June
13, 2023; Form 4, filed by Charles Bell on June 14, 2023; Form 4,
filed by Donna Dubinsky on June 14, 2023; Form 4, filed by Jeff
Epstein on June 14, 2023; Form 4, filed by Jeffrey Immelt on June
14, 2023; Form 4, filed by Deval Patrick on June 14, 2023; Form 4,
filed by Erika Rottenberg on June 14, 2023; Form 4, filed by Miyuki
Suzuki on June 14, 2023; Form 4, filed by Byron Deeter on June 14,
2023; Form 4, filed by Erika Rottenberg on June 30, 2023; Form 4,
filed by Khozema Shipchandler on July 5, 2023; Form 4, filed by
Aidan Viggiano on July 5, 2023; Form 4, filed by Dana Wagner on
July 5, 2023; Form 4, filed by Aidan Viggiano on July 10, 2023;
Form 4, filed by Dana Wagner on August 16, 2023; Form 4, filed by
Aidan Viggiano on August 16, 2023; Form 4, filed by Aidan Viggiano
on August 22, 2023; Form 4, filed by Dana Wagner on September 7,
2023; Form 4, filed by Charles Bell on September 19, 2023; Form 4,
filed by Donna Dubinsky on September 19, 2023; Form 4, filed by
Jeff Epstein on September 19, 2023; Form 4, filed by Jeffrey Immelt
on September 19, 2023; Form 4, filed by Deval Patrick on September
19, 2023; Form 4, filed by Erika Rottenberg on September 19, 2023;
Form 4, filed by Miyuki Suzuki on September 19, 2023; Form 4, filed
by Byron Deeter on September 20, 2023; Form 4, filed by Khozema
Shipchandler on October 4, 2023; Form 4, filed by Aidan Viggiano on
October 4, 2023; Form 4, filed by Dana Wagner on October 4, 2023;
Form 4, filed by Aidan Viggiano on October 10, 2023; Form 4, filed
by Dana Wagner on October 10, 2023; Form 4, filed by Aidan Viggiano
on November 17, 2023; Form 4, filed by Dana Wagner on November 17,
2023; Form 4, filed by Aidan Viggiano on November 22, 2023; Form 4,
filed by Dana Wagner on November 22, 2023; Form 4, filed by Charles
Bell on December 19, 2023; Form 4, filed by Byron Deeter on
December 19, 2023; Form 4, filed by Donna Dubinsky on December 19,
2023; Form 4, filed by Jeff Epstein on December 19, 2023; Form 4,
filed by Jeffrey Immelt on December 19, 2023; Form 4, filed by
Deval Patrick on December 19, 2023; Form 4, filed by Erika
Rottenberg on December 19, 2023; Form 4, filed by Miyuki Suzuki on
December 19, 2023; Form 4, filed by Dana Wagner on January 4, 2024;
Form 4, filed by Khozema Shipchandler on January 4, 2024; Form 4,
filed by Aidan Viggiano on January 4, 2024; Form 4, filed by Aidan
Viggiano on January 9, 2024; Form 4, filed by Dana Wagner on
January 9, 2024; Form 4, filed by Aidan Viggiano on February 20,
2024; Form 4, filed by Dana Wagner on February 20, 2024; Form 4,
filed by Aidan Viggiano on February 21, 2024; Form 4, filed by Dana
Wagner on February 21, 2024; Form 4, filed by Khozema Shipchandler
on February 22, 2024; Form 4, filed by Aidan Viggiano on February
23, 2024; Form 4, filed by Dana Wagner on February 23, 2024; Form
4, filed by Byron Deeter on March 19, 2024; Form 4/A, filed by
Miyuki Suzuki on March 19, 2024; Form 4, filed by Charles Bell on
March 19, 2024; Form 4, filed by Donna Dubinsky on March 19, 2024;
Form 4, filed by Jeff Epstein on March 19, 2024; Form 4, filed by
Jeffrey Immelt on March 19, 2024; Form 4, filed by Deval Patrick on
March 19, 2024; Form 4, filed by Erika Rottenberg on March 19,
2024; Form 4, filed by Miyuki Suzuki on March 19, 2024; Form 3,
filed by Andrew Stafman on April 2, 2024; Form 4, filed by Andrew
Stafman on April 2, 2024; Form 4, filed by Khozema Shipchandler on
April 3, 2024; and Form 4, filed by Aidan Viggiano on April 3,
2024. Additional information can also be found in Twilio’s Annual
Report on Form 10-K for the year ended December 31, 2023, filed
with the SEC on February 27, 2024. Details concerning potential
participants in the solicitation, including Twilio’s director
nominees for election at the 2024 Annual Meeting, will also be
included in the Proxy Statement in the sections captioned “Security
Ownership of Certain Beneficial Owners and Management,”
“Non-Employee Director Compensation” and “Executive Compensation.”
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF
TWILIO ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR
FURNISHED TO THE SEC, INCLUDING TWILIO’S DEFINITIVE PROXY STATEMENT
AND ANY AMENDMENTS AND SUPPLEMENTS THERETO BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. These documents, including the
definitive Proxy Statement (and any amendments or supplements
thereto) and other documents filed by Twilio with the SEC, are
available for no charge at the SEC’s website at http://www.sec.gov
and at the company’s investor relations website at
https://investors.twilio.com/overview/default.aspx.
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version on businesswire.com: https://www.businesswire.com/news/home/20240403074117/en/
Investor Contact: Bryan Vaniman ir@Twilio.com
Or
Media Contact: Caitlin Epstein press@Twilio.com
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