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Get filing alertsTwilio shareholders approve equity plan amendments despite 25% opposition to stock option plan
Filed June 17, 2026 · Period ending June 16, 2026 · ~1 min read
Key Changes
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high
Shareholders approved amendments to the 2016 Stock Option and Incentive Plan with 74.6% support (88.9M for, 30.3M against), reflecting meaningful opposition of 25.4% that suggests concerns about dilution or plan terms.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
All four Class I directors elected with 96.7%–99.5% support (Charles Bell 118.7M for, Jeffrey Immelt 116.0M for, Douglas Robinson 118.2M for, Erika Rottenberg 115.4M for).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Say-on-pay vote passed with 93.7% support (111.6M for, 7.5M against), indicating no significant shareholder dissatisfaction with executive compensation.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
KPMG LLP ratified as independent auditor with 98.4% support (128.9M for, 2.1M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Twilio held its 2026 Annual Meeting on June 16, 2026, with 86.4% of Class A shares represented (131.1M shares). The most notable outcome was shareholder approval of amendments to the 2016 Stock Option and Incentive Plan, which passed with 74.6% support but faced meaningful opposition of 25.4% (30.3M shares against).
This level of resistance suggests a segment of shareholders had concerns about potential dilution or plan terms, though the proposal still cleared comfortably. Other governance matters proceeded routinely. All four Class I director nominees were elected with strong support ranging from 96.7% to 99.5%. The say-on-pay vote passed with 93.7% approval, and KPMG's auditor ratification received 98.4% support. The 86.4% quorum and voting patterns across proposals indicate healthy shareholder engagement with no material governance concerns beyond the equity plan opposition.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Twilio held its 2026 Annual Meeting on June 16, 2026, with disclosures related to director/officer matters and the 2016 equity plan.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On June 16, 2026, Twilio Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
Twilio held its 2026 Annual Meeting of Stockholders on June 16, 2026. The filing references Item 5.02 (director/officer matters) and mentions an amendment and restatement of the Company's 2016 Stock Option and Incentive Plan, though the text appears truncated.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Twilio shareholders approved equity plan amendments, director elections, auditor ratification, and say-on-pay at annual meeting.
Added in current filing · view on EDGAR →
For | Against | Abstain Broker Non-Votes | 111,551,506 7,515,131 225,536 11,845,816
The non-binding say-on-pay vote passed with 93.7% support (For divided by For plus Against plus Abstain). The 6.3% opposition is within normal ranges and does not signal significant shareholder dissatisfaction with executive compensation practices.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Present at the Annual Meeting in person or by proxy were holders of 131,137,989 shares of Class A Common Stock, representing 86.40% of the voting power of the Class A Common Stock of the Company issued and outstanding and entitled to vote as of the close of business on April 17, 2026, the record date for the Annual Meeting, which constituted a quorum.
86.40% of eligible Class A Common Stock shares were represented at the annual meeting, establishing a quorum. This turnout level is typical for annual meetings and indicates sufficient shareholder participation for valid voting.
Added in current filing · view on EDGAR →
For Against Abstain Broker Non-Votes
128,947,987 2,137,476 52,526 N/A
Shareholders ratified KPMG LLP as independent auditor for fiscal 2026 with 98.4% support (For divided by For plus Against plus Abstain). This overwhelming approval is typical for auditor ratification votes and indicates no shareholder concerns about audit quality or independence.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 9, 2026 · How we verify