Twitter, Inc.
TWITTER, INC. (Form: 8-K, Received: 11/09/2016 17:07:54)

 

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)

November 7, 2016

 

 

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 A rrangements of Certain Officers .

 

On November 9, 2016, Twitter, Inc. (“Twitter”) announced that it had appointed Anthony Noto, Twitter’s current Chief Financial Officer, as Chief Operating Officer, effective immediately. As Chief Operating Officer, Mr. Noto will continue to lead the live content business and assume responsibility for Twitter’s revenue-generating organizations, including global advertising sales, data, revenue product and MoPub, as well as global partnerships and business development. The current leadership team responsible for these respective areas will now report to Mr. Noto, including Matt Derella, Twitter’s Vice President of Global Revenue and Operations. Mr. Noto will also continue his role as Chief Financial Officer until a successor is appointed. Twitter has initiated a search to identify a new Chief Financial Officer.

 

Mr. Noto will succeed Adam Bain, who notified Twitter of his final decision to resign on November 7, 2016. Mr. Bain will remain at Twitter in the coming weeks to assist with the transition of the Chief Operating Officer role.

 

Mr. Noto’s biographical information and business experience as well as a description of his employment and compensation arrangements is set forth in Twitter’s proxy statement filed with the Securities Exchange Commission on April 15, 2016 and such descriptions are incorporated herein by reference.  There have been no material changes to the information regarding Mr. Noto since that time.

 

There are no arrangements or understandings between Mr. Noto and any other persons pursuant to which he was selected as Chief Operating Officer. There are also no family relationships between Mr. Noto and any director or executive officer of Twitter 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.

 

Item 7.01  Regulation FD.

 

On November 9, 2016, Twitter issued a press release announcing Mr. Noto’s appointment as Chief Operating Officer and Mr. Bain’s resignation. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.  

 

The information furnished pursuant to Item 7.01 on this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

No.

 

Description

 

 

 

99.1

 

Press release issued by Twitter, Inc. dated November 9, 2016.

 

 



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:  November 9, 2016



EXHIBIT INDEX

 

Exhibit

No.

 

Description

 

 

 

99.1

 

Press release issued by Twitter, Inc. dated November 9, 2016.

 

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

 

 

Adam Bain to Leave Twitter to Explore New Opportunities, Company Appoints Anthony Noto as COO

 

Company Initiates Search for Chief Financial Officer to Succeed Noto

 

Matt Derella to Continue Leading Global Sales Organization

 

SAN FRANCISCO – November 9, 2016 – Twitter, Inc. (NYSE: TWTR) today announced that Adam Bain has informed the company of his decision to step down as COO and explore opportunities outside the company. Anthony Noto who has served as the Company’s Chief Financial Officer since July, 2014, has been named COO. As COO he will continue to manage the live content business, and assume responsibility for Twitter’s revenue generating organizations including global advertising sales, data, revenue product, and MoPub, as well as global partnerships and business development, effective immediately. Bain will assist with the transition of the COO role over the coming weeks.

 

The current leadership team responsible for these respective areas will now report to Noto, including Matt Derella, Twitter’s Vice President of Global Revenue and Operations. Additionally, Twitter is initiating a search to identify a CFO replacement for Noto.  Noto in addition to being the COO will continue  as the CFO until a new CFO is appointed.

 

“Since joining Twitter in 2010, Adam has built an amazing team and a global business from the ground up,” said Jack Dorsey, Twitter’s CEO.  “I’m grateful to Adam for everything he’s done for Twitter, and for his leadership and friendship over the years. I can't wait to see what he does next!”

 

“It has been a privilege and honor to work alongside Jack and the entire Twitter team to help build one of the world's most unique and powerful platforms that exists today,” said Bain. “The past six years have been incredible and I’m inspired by what Twitter has become and what it will be in the future. Anthony and I have worked side by side since he joined Twitter in July 2014 and I have full faith in what he and the teams will accomplish in the future.”

 

Mr. Dorsey added, “Anthony is a passionate leader who has shown an unmatched depth of financial expertise as our CFO. He's also a stellar operational leader, and consistently shows a capacity to take on more. Anthony’s leadership as our COO combined with Matt’s proven track record leading global sales gives us confidence as we drive towards our goal of GAAP profitability in 2017 to ensure Twitter continues to serve more and more people.”


 

 

“I am honored by the trust that Jack has placed in me to take on this new role,” said Noto.  “I’ve enjoyed nothing more than partnering every day with Adam in striving to achieve Twitter’s goals, and I will always be grateful for his tremendous contributions. I look forward to leading this team and capitalizing on our recent momentum of accelerating audience and engagement metrics.”

 

About Twitter, Inc.

 

Twitter, Inc. (NYSE: TWTR) is what’s happening in the world right now. From breaking news and entertainment to sports and politics, from big events to everyday interests. If it’s happening anywhere, it’s happening first on Twitter. Twitter is where the full story unfolds with all the live commentary and where live events come to life unlike anywhere else. Twitter is available in more than 40 languages around the world. The service can be accessed at Twitter.com, on a variety of mobile devices and via SMS. For more information, visit about.twitter.com or follow @twitter.

 

Contacts

 

Investors:

Cherryl Valenzuela

ir@twitter.com

 

Press:

Kristin Binns

kbinns@twitter.com