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1.01. Entry into a Material Definitive Agreement.
On March 31, 2021, Twitter, Inc. (the “Company”) entered into an amendment and restatement (the “Amendment”) of the cooperation letter agreement (the “Cooperation Agreement”) with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively with their respective affiliates, “Elliott”) entered into on March 9, 2020 and previously disclosed on the Company’s Form 8-K dated March 9, 2020.
Among other things, the Amendment provides that the
Company will nominate Jesse Cohn, a current member of the Company’s Board of Directors (the “Board”), for re-election as a Class II director at the Company’s 2021 Annual Meeting of Stockholders. The voting obligations of Elliott, the standstill restrictions applicable to Elliott and the other limitations on Elliott contained in the original Cooperation Agreement will continue for so long as Mr. Cohn remains on the Board.
In addition, the Company is in the process of identifying a new independent director for appointment to the Board consistent with the Company’s Corporate
Governance Guidelines and stated interest in continuing to enhance diversity of the Board, and the Company has agreed that the Company’s Nominating and Corporate Governance Committee will consult with Mr. Cohn on the identification of the new director. Mr. Cohn will resign from the Board upon such time as such new director is appointed to the Board.
The foregoing summary of the Amendment is subject to, and qualified in its entirety by, the full text of the Amendment, which will be filed with the Company’s next Quarterly Report on Form 10-Q.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.