Twitter, Inc.
TWITTER, INC. (Form: 8-K, Received: 10/16/2015 09:01:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 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)

October 13, 2015

 

 

Twitter, Inc.

(Exact name of registrant as specified in its charter)

Delaware

 

001-36164

 

20-8913779

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

1355 Market Street, Suite 900

San Francisco, California 94103

(Address of principal executive offices, including zip code)

(415) 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 (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 13, 2015, the Board of Directors (the “Board”) of Twitter, Inc. (the “Company”) appointed Omid R. Kordestani to serve as a member of the Board and as its Executive Chairman, in each case, effective as of October 13, 2015. Mr. Kordestani will serve in the class of directors whose term expires at the annual meeting of stockholders to be held in 2017. At this time, the Company does not expect Mr. Kordestani to be appointed to serve on any committee of the Board.

Mr. Kordestani, age 51, served as Senior Vice President and Chief Business Officer of Google Inc. (“Google”), a global technology company from August 2014 to August 2015 and as Google’s Senior Vice President of Global Sales and Business Development from May 1999 to April 2009. Prior to joining Google, from 1995 to 1999, Mr. Kordestani served as Vice President of Business Development at Netscape Communications Corporation, an internet software and services company. Prior to joining Netscape, he held positions in business development, product management and marketing at The 3DO Company, Go Corporation and Hewlett-Packard Company. Mr. Kordestani holds a Master of Business Administration degree from Stanford University and a Bachelor of Science degree in electrical engineering from San Jose State University.

There are no arrangements or understandings between Mr. Kordestani and any other persons pursuant to which he was selected as a member of the Board or as its Executive Chairman. There are also no family relationships between Mr. Kordestani and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company entered into a letter agreement (the “Offer Letter”) and the Company’s standard form of Change of Control and Involuntary Termination Protection Policy Participation Agreement (the “Participation Agreement”) with Mr. Kordestani, each dated October 13, 2015, establishing his compensation as Executive Chairman as summarized below.

Salary . Mr. Kordestani’s annualized salary rate will be $50,000.

Equity Compensation . In connection with his appointment, Mr. Kordestani will receive a one-time grant of options to purchase eight hundred thousand (800,000) shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the date of grant and vesting over four years as described in the Offer Letter and subject to the terms of the Company’s 2013 Equity Incentive Plan. In addition, Mr. Kordestani will receive a one-time stock award in the form of Performance-Based Restricted Stock Units (the “PRSUs”) covering four hundred thousand (400,000) shares of the Company’s common stock.  As described in the Offer Letter and subject to the terms of the 2013 Plan, the PRSUs will be eligible to vest based on the Company’s achievement of certain performance targets over each of the next four fiscal years beginning in 2016 and are subject to Mr. Kordestani’s continued service to the Company on each applicable vesting date . The Board or its Compensation Committee will set the performance targets for each performance period in advance of the end of the applicable performance period, and, in the first quarter following each completed fiscal year, determine achievement against those performance targets.

Termination of Employment and Payments . Mr. Kordestani will participate in the Company’s Change of Control and Involuntary Termination Protection Policy (the “Policy”) applicable to its executive officers, as modified by the terms of his Participation Agreement. Under this Policy, if Mr. Kordestani is involuntarily terminated for any reason (including termination by him for Good Reason) other than Cause, death or Disability on or within 12 months following a Change of Control, he would be entitled to receive severance benefits as follows: (i) a lump sum severance payment equal to 100% of his annual base salary, (ii) payment for up to 12 months of COBRA premiums to continue health insurance coverage and (iii) the acceleration of vesting of 100% of the shares underlying all unvested equity awards held by him immediately prior to such termination. If Mr. Kordestani is involuntarily terminated for any reason (including termination by him for Good Reason) other than Cause, death or Disability not in the context of a Change of Control, he would be entitled to receive severance benefits as follows: (i) a lump sum severance payment equal to 100% of his annual base salary, (ii) payment for up to six months of COBRA premiums to continue health insurance coverage and (iii) the acceleration of vesting of 12.5% of the shares underlying all unvested equity awards held by him immediately prior to such termination. In order to receive these


benefits, Mr. Kordestani would be required to sign and not revoke a release of claims in connection with an involuntary terminati on.  Capitalized terms not defined in this Current Report on Form 8-K are defined in the Policy and Participation Agreement..

The foregoing descriptions of the Offer Letter and the Participation Agreement are qualified in their entirety by reference to the full text of the Offer Letter and the Participation Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference.

Mr. Kordestani also executed the Company’s standard form of indemnification agreement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

10.1

 

Letter Agreement between Twitter, Inc. and Omid R. Kordestani, dated as of October 13, 2015.

 

 

 

10.2 (1)

 

Twitter, Inc. Change of Control and Involuntary Termination Protection Policy.

 

 

 

10.3 (2)

 

Form of Indemnification Agreement between Twitter, Inc. and each of its directors and executive officers.

 

(1)

Incorporated by reference to Exhibit 10.1 filed with Twitter, Inc.’s Quarterly Report on Form 10-Q (File No. 001-36164), filed with the Securities and Exchange Commission on August 11, 2014.

(2)

Incorporated by reference to Exhibit 10.1 filed with Twitter, Inc.’s Registration Statement on Form S-1 (File No. 333-191552), filed with the Securities and Exchange Commission on October 3, 2013.

 


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/ Vijaya Gadde

 

 

Vijaya Gadde

General Counsel & Secretary

Date:  October 16, 2015



EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

10.1

 

Letter Agreement between Twitter, Inc. and Omid R. Kordestani, dated as of October 13, 2015.

 

 

 

10.2 (1)

 

Twitter, Inc. Change of Control and Involuntary Termination Protection Policy.

 

 

 

10.3 (2)

 

Form of Indemnification Agreement between Twitter, Inc. and each of its directors and executive officers.

 

(1)

Incorporated by reference to Exhibit 10.1 filed with Twitter, Inc.’s Quarterly Report on Form 10-Q (File No. 001-36164), filed with the Securities and Exchange Commission on August 11, 2014.

(2)

Incorporated by reference to Exhibit 10.1 filed with Twitter, Inc.’s Registration Statement on Form S-1 (File No. 333-191552), filed with the Securities and Exchange Commission on October 3, 2013.

Exhibit 10.1

13 October 2015

Dear Omid,

On behalf of the Board of Directors of Twitter, Inc. (the “Company”), and subject to their final approval, I am very pleased to offer you a position as the Company’s Executive Chairman.  This letter outlines the proposed responsibilities and compensation for you in this role.

 

1.

Role and Responsibilities.   As Executive Chairman, you will report directly to the Company’s Board of Directors and will render such business and professional services in the performance of your duties, consistent with the Executive Chairman position as will reasonably be assigned to you by the Board of Directors.  You will oversee the strategic direction of the Company, including the following: serving as chairman of the Board of Directors, helping with board recruiting and composition, recruiting critical talent into Company, executive team organization, dynamic, and coaching, Company strategy and execution of key initiatives.

 

2.

Base Salary . The Company will pay you a gross salary at an annualized rate of fifty thousand dollars ($50,000), payable in accordance with the Company’s standard payroll schedule.  This salary will be subject to adjustment from time to time in accordance with the employee compensation policies then in effect.

 

3.

Employee Benefits.   As an employee of the Company, you will be eligible to receive Company-sponsored benefits in accordance with the terms of the applicable benefit plans.  In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.

 

4.

Equity Compensation . Subject to the approval of the Company’s Board of Directors, you will be granted two stock awards:

 

·

800,000* Non-Qualified Stock Options (NQSOs). You will vest in 25% of the NQSOs on November 1, 2016, and the balance will vest quarterly over the following twelve quarters, subject to your continuous service with the Company; and

 

·

400,000 Performance-Based RSUs (PRSUs).  The Performance-Based RSUs will be eligible to vest based on the Company’s achievement of certain performance targets during the

 


 

 

applicable performance period s , and subject to your continuous service through each vesting date.  The performance periods will be each of the next four fiscal years of the Company beginning with the Company’s 2016 fiscal year. The Company’s Board of Directors or its authorized committee will set the performance targets for each performance period in advance of the end of the applicable performance period , and, in the first quarter following each completed fiscal year, determine achievement against those performance targets .

* - Twitter’s Black-Scholes ratio of RSUs to NQSOs is 1.851 rounded to 2.0

The NQSOs and PRSUs will be subject to the terms and conditions set forth in the Company’s 2013 equity plan and the applicable award agreement. Please note that the terms of the Company’s equity plans are reviewed periodically, and subject to revision at the Company’s sole discretion.

Severance .   The Company’s Board of Directors has approved your participation in our Change of Control and Severance Policy (the “Severance Policy”), based on your senior position with the Company.  The Severance Policy sets forth the severance payments and benefits to which you would be entitled in connection with certain terminations of employment occurring on or following a Company change of control.  You will be provided a participation agreement under the Severance Policy outlining the payments and benefits for which you will be eligible.  You will be asked to return an executed copy to the Company. The payments and benefits under the Severance Policy will be in lieu of any other severance or other benefits you would otherwise be entitled to under any plan, program or policy that the Company may have been in effect from time to time.

Employee Invention Assignment and Confidentiality Agreement.   You will be required, as a condition of your employment with the Company, to sign the Company’s standard Employee Invention Assignment and Confidentiality Agreement (“Confidentiality Agreement”). A copy of the Confidentiality Agreement has been previously sent to you for your review.

Employment Relationship.   Employment with the Company is for no specific period of time.  Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause.  This is the full and complete agreement between you and the Company regarding the duration of the employment relationship.  

Taxes. All forms of compensation that are subject to income or payroll taxes will be reduced to reflect applicable income tax withholding and payroll taxes.  Any form of compensation

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that is subject to income or payroll taxes and that is not paid in cash will result in a reduction in cash compensation to reflect applicable income tax withholding and payroll taxes.  

Dispute Resolution.   We sincerely hope that no dispute will arise between us.  If a dispute should arise, it can be resolved through the Company’s Dispute Resolution Agreement, which is attached for your signature. Notwithstanding the foregoing, any disputes arising out of or relating to the Severance Policy shall not be subject to the Dispute Resolution Agreement, but shall be resolved exclusively under the ERISA terms and procedures set out in the Severance Policy.

Entire Agreement .  This Agreement, along with the Confidentiality Agreement and the documents governing the equity award(s) described herein, supersede and replace any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company relating to the subject matters described herein.  This Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company.  

Please indicate your acceptance of this Agreement, and confirmation that it contains our complete agreement regarding the terms and conditions of your employment, by signing the bottom portion of this Agreement and returning a copy to me.

 

Very truly yours, Twitter, Inc.

By    /s/ Vijaya Gadde

Vijaya Gadde, Secretary and General Counsel

 

I have read, understood and accept all the provisions of this Agreement:

/s/ Omid Kordestani

Omid Kordestani

 

10/13/15

Date

 

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