Twilio (NYSE: TWLO) investors back directors, KPMG and updated 2016 equity plans

Rhea-AI Filing Summary

Twilio Inc. reported results of its 2026 annual stockholder meeting, where all five management proposals were approved. Stockholders elected four Class I directors to serve until the 2027 annual meeting and ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Shareholders also approved, on a non-binding advisory basis, the compensation of Twilio’s named executive officers. In addition, they approved amendments and restatements of the 2016 Stock Option and Incentive Plan and the 2016 Employee Stock Purchase Plan, both of which are filed as exhibits and described in the company’s proxy statement.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented at meeting: 131,137,989 shares Meeting voting power: 86.40% Say-on-pay support: 111,551,506 for +3 more

6 metrics

Shares represented at meeting 131,137,989 shares Class A common stock present, 86.40% voting power

Meeting voting power 86.40% Voting power of Class A common stock represented

Say-on-pay support 111,551,506 for Advisory vote on named executive officer compensation

Auditor ratification votes for 128,947,987 for Ratification of KPMG LLP as 2026 auditor

Equity plan amendment votes for 88,949,992 for Amended and Restated 2016 Stock Option and Incentive Plan

ESPP amendment votes for 118,850,839 for Amended and Restated 2016 Employee Stock Purchase Plan

Key Terms

non-binding advisory vote, independent registered public accounting firm, Amended and Restated 2016 Stock Option and Incentive Plan, Amended and Restated 2016 Employee Stock Purchase Plan, +1 more

5 terms

non-binding advisory vote financial

"The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers."

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Amended and Restated 2016 Stock Option and Incentive Plan financial

"The stockholders approved the Twilio Inc. Amended and Restated 2016 Stock Option and Incentive Plan."

Amended and Restated 2016 Employee Stock Purchase Plan financial

"The stockholders approved the Twilio Inc. Amended and Restated 2016 Employee Stock Purchase Plan."

broker non-votes financial

"The results of such vote were For 88,949,992 Against 30,250,610 Abstain 91,571 Broker Non-Votes 11,845,816"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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Understanding 8-K Material Events →

0001447669false00014476692026-06-162026-06-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2026

________________________________________

 Twilio Inc.

(Exact name of registrant as specified in its charter)

________________________________________

Delaware

001-37806

26-2574840

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

101 Spear Street, Fifth 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:

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

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.

Amendment and Restatement of the Company’s 2016 Stock Option and Incentive Plan

On June 16, 2026, Twilio Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 of this Current Report below, at the Annual Meeting, the stockholders of the Company voted on and approved the Company’s Amended and Restated 2016 Stock Option and Incentive Plan (the “2016 Plan as Amended and Restated”).

The terms and conditions of the 2016 Plan as Amended and Restated are described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”). The 2016 Plan as Amended and Restated is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Amendment and Restatement of the Company’s 2016 Employee Stock Purchase Plan

As further described in Item 5.07 of this Current Report below, at the Annual Meeting, the stockholders of the Company voted on and approved the Company’s Amended and Restated 2016 Employee Stock Purchase Plan (the “2016 ESPP as Amended and Restated”).

The terms and conditions of the 2016 ESPP as Amended and Restated are described in the Proxy Statement. The 2016 ESPP as Amended and Restated is filed as Exhibit 10.2 hereto and is incorporated by reference herein.

Item 5.07     Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Proxy Statement. Present at the Annual Meeting in person or by proxy were holders of 131,137,989 shares of Class A Common Stock, representing 86.40% of the voting power of the Class A Common Stock of the Company issued and outstanding and entitled to vote as of the close of business on April 17, 2026, the record date for the Annual Meeting, which constituted a quorum. The final results with respect to each such proposal are set forth below:

Proposal 1 - Election of Directors.

The stockholders elected each of the four persons named below as Class I directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:

Director Nominee						Votes For						Votes Withheld						Broker Non-Votes
Charles Bell						118,662,184						629,989						11,845,816
Jeffrey Immelt						116,040,337						3,251,836						11,845,816
Douglas Robinson						118,171,168						1,121,005						11,845,816
Erika Rottenberg						115,400,239						3,891,934						11,845,816

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were:

For

Against

Abstain

Broker Non-Votes

128,947,987

2,137,476

52,526

N/A

Proposal 3 - Non-Binding Advisory Vote on Compensation of Named Executive Officers.

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of such vote were:

For						Against						Abstain						Broker Non-Votes
111,551,506						7,515,131						225,536						11,845,816

Proposal 4 - Approve the Twilio Inc. Amended and Restated 2016 Stock Option and Incentive Plan.

The stockholders approved the Twilio Inc. Amended and Restated 2016 Stock Option and Incentive Plan. The results of such vote were:

For						Against						Abstain						Broker Non-Votes
88,949,992						30,250,610						91,571						11,845,816

Proposal 5 - Approve the Twilio Inc. Amended and Restated 2016 Employee Stock Purchase Plan.

The stockholders approved the Twilio Inc. Amended and Restated 2016 Employee Stock Purchase Plan. The results of such vote were:

For						Against						Abstain						Broker Non-Votes
118,850,839						398,239						43,095						11,845,816

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Description
10.1						Amended and Restated 2016 Stock Option and Incentive Plan
10.2						Amended and Restated 2016 Employee Stock Purchase Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL)

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.
June 17, 2026			By:			/s/ Juliana Chen
			Name:			Juliana Chen
			Title:			Corporate Secretary

FAQ

What key decisions were made at Twilio (TWLO) 2026 annual meeting?

Twilio’s 2026 annual meeting approved all five proposals, including electing four Class I directors, ratifying KPMG LLP as auditor for 2026, and approving amended 2016 equity and employee stock purchase plans, along with an advisory approval of executive compensation.

Did Twilio (TWLO) shareholders approve the amended 2016 Stock Option and Incentive Plan?

Yes, shareholders approved the Twilio Amended and Restated 2016 Stock Option and Incentive Plan. The vote totaled 88,949,992 shares for, 30,250,610 against, 91,571 abstentions, and 11,845,816 broker non-votes, as reported in the annual meeting results.

How did Twilio (TWLO) shareholders vote on executive compensation in 2026?

Twilio shareholders approved, on a non-binding advisory basis, compensation of the named executive officers. The vote was 111,551,506 shares for, 7,515,131 against, 225,536 abstaining, with 11,845,816 broker non-votes at the 2026 annual meeting.

Was KPMG LLP ratified as Twilio (TWLO) 2026 independent auditor?

Yes, KPMG LLP was ratified as Twilio’s 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, and no broker non-votes reported.

What was shareholder turnout at Twilio (TWLO) 2026 annual meeting?

Holders of 131,137,989 shares of Class A common stock were present in person or by proxy, representing 86.40% of the voting power of Twilio’s Class A common stock outstanding and entitled to vote as of the April 17, 2026 record date.

Did Twilio (TWLO) shareholders approve the amended 2016 Employee Stock Purchase Plan?

Yes, Twilio shareholders approved the Amended and Restated 2016 Employee Stock Purchase Plan. The vote was 118,850,839 shares for, 398,239 against, 43,095 abstentions, and 11,845,816 broker non-votes, according to the reported annual meeting results.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 415.8 KB
• EX-10.2 EX-10.2 52.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 7.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB