DOCUSIGN INC
For the period ended Apr 17, 2024. Filed Apr 17, 2024.
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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.
Apr 17, 2024 · Filed Apr 17, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
DOCUSIGN, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2024 Annual Meeting of Stockholders
| Dear Stockholder:You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Docusign, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held in a virtual format via an online live webcast. A virtual format allows us to improve sustainability and reduce our environmental footprint, save us and stockholders time and money, and ensure all stockholders have the opportunity to efficiently and effectively participate in the Annual Meeting regardless of location. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement: | DateMay 29, 2024 | ||
| Time9:00 a.m.Pacific Time | |||
| 01 | To elect the Board of Directors’ nominees, Enrique Salem, Peter Solvik, and Maggie Wilderotter, to the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders. | ||
| Record DateThe record date for the Annual Meeting is April 4, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. On or about April 17, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and annual report. | |||
| 02 | To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of the Company for its fiscal year ending January 31, 2025. | ||
| 03 | To conduct an advisory vote on our named executive officers’ compensation. | ||
| 04 | Stockholder proposal to report on effectiveness of the Company’s diversity, equity, and inclusion efforts. | ||
| 05 | To conduct any other business properly brought before the meeting. | ||
| These items of business are more fully described in the Proxy Statement accompanying this Notice.The record date for the Annual Meeting is April 4, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. On or about April 17, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and annual report.The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/DOCU2024, where you will be able to listen to the meeting live, submit questions and vote online. We encourage you to check the Annual Meeting website and our press releases on our investor relations website at investor.docusign.com prior to the virtual Annual Meeting if you plan to attend.By Order of the Board of Directors,Allan ThygesenPresident & Chief Executive OfficerSan Francisco, California, April 17, 2024 | |||
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All stockholders are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the Internet, by telephone or, if you received a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may do so automatically by voting online at the Annual Meeting, or by delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.
Table of Contents
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
|---|---|
| FISCAL YEAR 2024 IN REVIEW | 7 |
| STOCKHOLDER ENGAGEMENT | 8 |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) | 12 |
| DIRECTORS AND CORPORATE GOVERNANCE | 16 |
| COMMUNICATIONS AND POLICIES | 30 |
| DIRECTOR COMPENSATION | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 34 |
| FISCAL YEAR 2025 EXECUTIVE OFFICERS | 36 |
| EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | 38 |
| COMPENSATION RISK ASSESSMENT | 63 |
| EXECUTIVE COMPENSATION TABLES | 64 |
| EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS | 72 |
| TRANSACTIONS WITH RELATED PERSONS | 83 |
| CEO PAY RATIO DISCLOSURE | 84 |
| PAY VERSUS PERFORMANCE | 85 |
| EQUITY COMPENSATION PLAN INFORMATION | 90 |
| COMMITTEE REPORTS | 91 |
| PROPOSAL 01 - ELECTION OF DIRECTORS | 92 |
| PROPOSAL 02 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 93 |
| PROPOSAL 03 - ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICERS' COMPENSATION | 95 |
| PROPOSAL 04 - STOCKHOLDER PROPOSAL | 96 |
| PROCEDURAL MATTERS | 99 |
| TRANSACTION OF OTHER BUSINESS | 100 |
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