UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 27, 2021, Twitter, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). Present at the Meeting in person or by proxy were holders of 659,975,885 shares of common stock of the Company, representing 82.63% of the voting power of the shares of common stock of the Company as of the close of business on April 5, 2021, the record date for the Meeting, and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following items at the Meeting:
Proposal 1. Election of Directors
| Nominee | For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Jesse Cohn |
587,269,750 | 6,634,367 | 1,397,348 | 64,674,420 | ||||||||||||
| Martha Lane Fox |
543,388,305 | 50,549,454 | 1,363,706 | 64,674,420 | ||||||||||||
| Fei-Fei Li |
589,651,895 | 4,402,298 | 1,247,272 | 64,674,420 | ||||||||||||
| David Rosenblatt |
574,012,520 | 19,935,567 | 1,353,378 | 64,674,420 | ||||||||||||
Based on the votes set forth above, each director nominee was duly elected to serve until the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified.
Proposal 2. Advisory Vote on the Compensation of the Company’s Named Executive Officers
| For | Against | Abstain | Broker Non-Votes | |||
| 569,282,448 | 22,264,466 | 3,754,551 | 64,674,420 |
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. Advisory Vote to Approve a One Year Frequency of Future Stockholder Advisory Votes on Compensation of the Company’s Named Executive Officers
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | ||||
| 589,028,172 | 985,297 | 4,084,172 | 1,203,824 | 64,674,420 |
Based on the votes set forth above, the stockholders approved, on an advisory basis, a one year frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers.
Proposal 4. Ratification of Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | ||
| 637,947,952 | 20,891,442 | 1,136,491 |
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, 2021.
Proposal 5. Declassification Proposal
The Company adjourned the meeting with respect to the declassification proposal for the limited purpose of allowing additional time for shareholders to vote on the proposal.
Based on the total votes cast prior to adjournment, the Board elected to adjourn the Meeting until 10:00 a.m. (Pacific Time) on June 24, 2021 for the sole purpose of allowing shareholders to vote on the declassification proposal.
Both leading independent proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., have recommended in favor of the declassification proposal.
Proposal 6 was withdrawn prior to the Meeting.
Proposal 7. Stockholder Proposal Regarding a Director Candidate with Human and/or Civil Rights Expertise
| For | Against | Abstain | Broker Non-Votes | |||
| 84,056,221 | 505,406,543 | 5,838,701 | 64,674,420 |
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.
Item 8.01 Other Events
As reported above under Item 5.07, the adjourned 2021 Meeting will be reconvened on June 24, 2021 at 10:00 a.m. (Pacific Time) for the sole purpose of allowing additional time for shareholders to vote on the declassification proposal (the “Reconvened Meeting”). The Reconvened Meeting will be held as a virtual (online) meeting, accessible by visiting www.virtualshareholdermeeting.com/TWTR2021.
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.
| TWITTER, INC. | ||
| By: | /s/ Sean Edgett | |
| Sean Edgett General Counsel | ||
Date: June 1, 2021