Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on May 25, 2022, Twitter, Inc. (the "Company")
held its annual meeting of stockholders (the "Meeting"). Egon Durban did not
receive a majority of the votes cast at the Meeting for his election to the
Company's Board of Directors (the "Board"). In accordance with the Company's
Corporate Governance Guidelines, in advance of his nomination, Mr. Durban
tendered his resignation as a member of the Board, with the effectiveness of
such resignation being conditioned upon (a) Mr. Durban not receiving a majority
of the votes cast for his election at the Meeting and (b) the Board's acceptance
of such resignation (the "Tendered Resignation").
The Board believes that the reason Mr. Durban failed to receive the support of a
majority of the votes cast for his reelection to the Board at the Meeting was
due to proxy advisory firm voting guidelines, as well as voting policies of
certain institutional investors regarding board service limitations. As
disclosed in the Company's proxy statement, Mr. Durban serves on the boards of
directors of six other publicly traded companies.
Following deliberations, on May 26, 2022, the Board determined not to accept the
Tendered Resignation in connection with Mr. Durban's agreement to reduce his
board service commitment to no more than five public company boards by May 25,
2023 (the "Remediation Date").
In making its determination, the Board considered the recommendation of the
Company's Nominating and Corporate Governance Committee (the "Nominating
Committee") to not accept the Tendered Resignation. The Nominating Committee, in
making its recommendation to the Board, considered factors they deemed relevant,
including Mr. Durban's appointment to the Board pursuant to a March 9, 2020
agreement between the Company and funds affiliated with Silver Lake
(collectively, "Silver Lake"), whereby Silver Lake has the right to designate
one nominee on the Company's slate of nominees for election to the Board. The
Nominating Committee further considered Mr. Durban's other commitments in light
of his overall contributions to the Board and was confident that Mr. Durban has
sufficient capacity to fulfill his fiduciary duties to the Company's
stockholders.
The Board considers Mr. Durban a highly effective member and believes that he
brings to the Board an unparalleled operational knowledge of the industry, a
unique perspective, and an invaluable skill set and experience with mergers and
acquisitions. The Board noted that Mr. Durban has strengthened its ability to
oversee the Company's long-term value creation strategy and effectively govern
its implementation. Further, Mr. Durban is consistently well-prepared, engaged
and a meaningful contributor to Board meetings and discussions.
While the Board does not believe that Mr. Durban's other public company
directorships will become an impediment if such engagements were to continue,
Mr. Durban's commitment to reduce his board service commitment to five public
company boards by the Remediation Date appropriately addresses the concerns
raised by stockholders with regard to such engagements. Accordingly, the Board
has reached the determination that accepting Mr. Durban's Tendered Resignation
at this time is not in the best interests of the Company.
Mr. Durban did not participate in the deliberations by the Nominating Committee
or the Board regarding whether to accept the Tendered Resignation.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Present at the Meeting in person or by proxy were holders of 602,879,599 shares
of common stock of the Company, representing 78.95% of the voting power of the
common stock of the Company issued and outstanding and entitled to vote as of
the close of business on March 30, 2022, the record date for the Meeting, and
constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following proposals at the Meeting:
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Proposal 1. Election of Directors
Broker
Nominee For Against Abstain Non-Votes
Egon Durban 196,812,521 257,276,746 684,456 148,105,876
Patrick Pichette 440,609,266 10,969,791 3,194,666 148,105,876
Based on the votes set forth above, Mr. Pichette was duly elected to serve until
the 2025 annual meeting of stockholders and until his successor is duly elected
and qualified.
As described in Item 5.02 above, Mr. Durban did not receive a majority of the
votes cast at the Meeting and, in accordance with the Company's Corporate
Governance Guidelines, had tendered his resignation to the Board, with the
effectiveness of such resignation being conditioned on Mr. Durban's failure to
receive a majority of the votes cast with respect to his election at the Meeting
and the Board's acceptance of such resignation. Under the Company's Corporate
Governance Guidelines, the Nominating Committee was required to promptly
consider whether to accept Mr. Durban's Tendered Resignation and promptly submit
such recommendation for prompt consideration by the Board. Following
deliberations, on May 26, 2022, the Board determined not to accept the Tendered
Resignation as described more fully above, and Mr. Durban will continue to serve
as a Class III director until the 2025 annual meeting of stockholders and until
his successor is duly elected and qualified.
Proposal 2. Advisory Vote on the Compensation of the Company's Named Executive
Officers
Broker
For Against Abstain Non-Votes
262,714,102 188,709,171 3,350,450 148,105,876
Based on the votes set forth above, the stockholders approved, on an advisory
basis, the compensation of the Company's named executive officers.
Proposal 3. Ratification of Appointment of Independent Registered Public
Accounting Firm
For Against Abstain
595,214,647 6,673,845 991,107
There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders ratified the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2022.
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Proposal 4. Declassification Proposal
Broker
For Against Abstain Non-Votes
450,851,837 2,994,802 927,084 148,105,876
This proposal required the approval of 80% of the voting power of the common
stock of the Company issued and outstanding and entitled to vote.
Based on the votes set forth above, the stockholders did not approve an
amendment to the Company's amended and restated certificate of incorporation to
declassify the Company's board of directors.
Proposal 5. Stockholder Proposal Regarding a Report on Risks of the Use of
Concealment Clauses
Broker
For Against Abstain Non-Votes
308,589,650 139,383,862 6,800,211 148,105,876
Based on the votes set forth above, the stockholders approved the stockholder
proposal regarding a report on risks of the use of concealment clauses.
Proposal 6. Stockholder Proposal Regarding a Director Candidate with Human
and/or Civil Rights Expertise
Broker
For Against Abstain Non-Votes
67,134,559 382,166,005 5,473,159 148,105,876
Based on the votes set forth above, the stockholders did not approve the
stockholder proposal regarding a director candidate with human and/or civil
rights expertise.
Proposal 7. Stockholder Proposal Regarding an Audit Analyzing the Company's
Impacts on Civil Rights and Non-Discrimination
Broker
For Against Abstain Non-Votes
10,070,215 436,307,352 8,396,156 148,105,876
Based on the votes set forth above, the stockholders did not approve the
stockholder proposal regarding an audit analyzing the Company's impacts on civil
rights and non-discrimination.
Proposal 8. Stockholder Proposal Regarding an Electoral Spending Report
Broker
For Against Abstain Non-Votes
239,467,536 208,800,748 6,505,439 148,105,876
Based on the votes set forth above, the stockholders approved the stockholder
proposal regarding an electoral spending report.
Proposal 9. Stockholder Proposal Regarding a Report on Lobbying Activities and
Expenditures
Broker
For Against Abstain Non-Votes
182,605,583 265,492,944 6,675,196 148,105,876
Based on the votes set forth above, the stockholders did not approve the
stockholder proposal regarding a report on lobbying activities and expenditures.
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