TWILIO INC
For the period ended Jun 16, 2026. Filed Apr 28, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2026 · Filed Apr 28, 2026
TWLO$202.02+0.5%Stored close · as of Nov 6, 2026
Contents
TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| Information About Our 2026 Annual Meeting of Stockholders | 1 |
| How to Vote | 1 |
| Voting Matters and Vote Recommendation | 1 |
| Financial and Business Highlights | 2 |
| Corporate Governance Highlights | 4 |
| Evolution of Corporate Governance | 4 |
| Stockholder Engagement | 6 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 9 |
| Board of Directors | 9 |
| Nominees for Director | 12 |
| Director Independence | 17 |
| Board Leadership Structure | 17 |
| Board and Committee Meetings | 18 |
| Board Committees and Responsibilities | 18 |
| Director Selection and Board Evaluation | 22 |
| Board’s Role in Risk Oversight | 24 |
| Board Oversight of Our Responsible Business Practices | 25 |
| Executive Talent Management and Succession Planning | 26 |
| Corporate Governance Policies | 27 |
| Non-Employee Director Compensation | 28 |
| Compensation Committee Interlocks and Insider Participation | 31 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 32 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 33 |
| PROPOSAL NO. 3: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 35 |
| PROPOSAL NO. 4: APPROVAL OF THE Twilio Inc. Amended and Restated 2016 Stock Option and InCentive Plan | 36 |
| PROPOSAL NO. 5: APPROVAL OF THE Twilio Inc. Amended and Restated 2016 Employee Stock Purchase Plan | 49 |
| REPORT OF THE AUDIT COMMITTEE | 54 |
| EXECUTIVE OFFICERS | 55 |
| 2026 Proxy Statement | i |
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Table of Contents
| EXECUTIVE COMPENSATION | 56 |
|---|---|
| Compensation Discussion and Analysis | 56 |
| Compensation and Talent Management Committee Report | 74 |
| EXECUTIVE COMPENSATION TABLES | 75 |
| Summary Compensation Table | 75 |
| Grants of Plan-Based Awards Table | 76 |
| Outstanding Equity Awards at Fiscal Year-End Table | 77 |
| Option Exercises and Stock Vested Table | 78 |
| Employment Agreements or Offer Letters with Named Executive Officers | 78 |
| Potential Payments Upon Termination or Change in Control | 78 |
| CEO PAY RATIO | 81 |
| PAY VERSUS PERFORMANCE | 82 |
| EQUITY COMPENSATION PLAN INFORMATION | 87 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 88 |
| PROCEDURAL MATTERS | 90 |
| Questions and Answers About the Proxy Materials and Our Annual Meeting | 90 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 97 |
| OTHER MATTERS | 98 |
| Section 16(A) Beneficial Ownership Reporting Compliance | 98 |
| Forward-Looking Statements | 98 |
| APPENDIX A – AMENDED AND RESTATED 2016 STOCK OPTION AND INCENTIVE PLAN | A-1 |
| APPENDIX B – AMENDED AND RESTATED 2016 EMPLOYEE STOCK PURCHASE PLAN | B-1 |
| APPENDIX C – NON-GAAP FINANCIAL MEASURES | C-1 |
| ii | 2026 Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.