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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/09/21 Twitter, Inc. 8-K:5,9 6/09/21 11:155K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 26K 2: EX-99.1 Miscellaneous Exhibit HTML 11K 7: R1 Document and Entity Information HTML 47K 9: XML IDEA XML File -- Filing Summary XML 12K 6: XML XBRL Instance -- d165613d8k_htm XML 13K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- twtr-20210609_lab XML 55K 5: EX-101.PRE XBRL Presentations -- twtr-20210609_pre XML 35K 3: EX-101.SCH XBRL Schema -- twtr-20210609 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 11: ZIP XBRL Zipped Folder -- 0001193125-21-186765-xbrl Zip 12K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form i 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): i June 9, 2021
i Twitter, Inc.
(Exact name of registrant as specified in its charter)
i Delaware | i 001-36164 | i 20-8913779 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 1355 Market Street, i Suite 900
i San Francisco, i California i 94103
(Address of principal executive offices, including zip code)
i (415) i 222-9670
(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:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 |
Name of each exchange | ||
i Common Stock, par value of $0.000005 per share | i TWTR | i 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company i ☐
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.
On June 9, 2021, the board of directors (the “Board”) of Twitter, Inc. (the “Company”) appointed Mimi Alemayehou to the Board as a Class I director. She was also appointed to the Audit Committee, replacing Robert Zoellick, effective July 1, 2021.
Ms. Alemayehou, 51, has a career that spans both the public and private sectors across emerging markets. She currently serves as Senior Vice President for Public – Private Partnership at Mastercard. Prior to joining Mastercard, Ms. Alemayehou was the Managing Director and a Board member for investment platform Black Rhino Group, a portfolio company of Blackstone, where she focused on the development and acquisition of energy and infrastructure assets across Africa. Ms. Alemayehou was previously appointed by President Obama to serve as Executive Vice President of the Overseas Private Investment Corporation (OPIC). During Ms. Alemayehou’s tenure from 2010 to 2014, OPIC’s portfolio grew by more than 24% to $18 billion and the corporation’s Africa portfolio tripled to nearly $4 billion. Prior to OPIC, Ms. Alemayehou was appointed by President George W. Bush to serve as the United States Executive Director on the Board of Directors of the African Development Bank (AfDB). She received a Distinguished Honor Award for her outstanding service in this role. Ms. Alemayehou has also launched entrepreneurial ventures in consulting.
There are no arrangements or understandings between Ms. Alemayehou, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Ms. Alemayehou was selected as a director. There are no related party transactions between the Company and Ms. Alemayehou (or any of her immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Ms. Alemayehou does not have any family relationships with any of the Company’s directors or executive officers.
Ms. Alemayehou will participate in the director benefits arrangements applicable to non-employee directors as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2021. In addition, the Company will enter into its standard form of indemnification agreement with Ms. Alemayehou.
Upon Ms. Alemayehou’s appointment, Jesse Cohn resigned from the Board pursuant to the terms of the amended and restated cooperation letter agreement, dated as of March 31, 2021, which was previously disclosed. As one of Twitter’s largest shareholders, Elliott Investment Management will continue to engage with members of the Company’s senior management team and Board, facilitated by the Information Sharing and Engagement Agreement the Company entered into with Elliott. The Board thanks Mr. Cohn for his service.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press Release, dated June 9, 2021. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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. | ||||||
Date: June 9, 2021 | /s/ Vijaya Gadde | |||||
Vijaya Gadde | ||||||
Chief Legal Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
7/1/21 | ||||
Filed on / For Period end: | 6/9/21 | 3 | ||
4/13/21 | 4, DEF 14A, DEFA14A | |||
3/31/21 | 10-Q, 8-K | |||
List all Filings |