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 9, 2018

Twilio Inc.

(Exact name of registrant as specified in its charter)

375 Beale Street, Suite 300
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)

(415) 390-2337
(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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company                                              o

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. o

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On November 9, 2018, the Board of Directors of Twilio Inc. (“Twilio”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Donna L. Dubinsky to the Board of Directors of Twilio (the “Board”) as a Class III director, effective December 1, 2018. Ms. Dubinsky will serve until the 2019 annual meeting of stockholders or until her successor has been duly elected and qualified. Ms. Dubinsky qualifies as an independent director under the listing standards of the New York Stock Exchange. The Board has appointed Ms. Dubinsky to serve as a member of the audit committee.

There is no arrangement or understanding between Ms. Dubinsky and any other persons pursuant to which Ms. Dubinsky was appointed as a director. Furthermore, there are no transactions between Ms. Dubinsky and Twilio that would be required to be reported under Item 404(a) of Regulation S-K.

Ms. Dubinsky will participate in Twilio’s standard non-employee director compensation arrangements. Under the terms of those arrangements, Ms. Dubinsky will receive, among other things, annual compensation of $30,000 for serving on the Board and an initial grant of restricted stock units with a value of $425,000, that vest annually over three years.

Twilio will also enter into a standard form of indemnification agreement with Ms. Dubinsky (the “Indemnification Agreement”). The Indemnification Agreement provides, among other things, that Twilio will indemnify Ms. Dubinsky, under the circumstances and to the extent provided therein, for certain expenses which she may be required to pay in connection with certain claims to which she may be made a party by reason of her position as a director of Twilio, and otherwise to the fullest extent permitted under Delaware law, Twilio’s certificate of incorporation and Twilio’s bylaws.

The press release announcing Ms. Dubinsky’s election as a director of the company is attached hereto as Exhibit 99.1 and is filed herewith.

Item 9.01.     Financial Statements and Exhibits.

(d)         Exhibits.

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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.

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