Twilio (TWLO) Stockholders Reject Proposal to Declassify Board of Directors at AGM

Key Summary: Legion Partners urged strategic alternatives and buybacks; Anson Funds critiqued governance and stock performance, emphasizing board dysfunction and rejecting proposals. At the June 6, 2024 AGM, the declassification proposal was rejected.

Market Cap: $9.9 billion | Twilio Inc., together with its subsidiaries, provides customer engagement platform solutions in the United States and internationally.

Anson Funds

• On April 4, 2024, Anson Funds commented on recent actions taken by the Board, including the departure of director Byron Deeter and a proposal to declassify the Board, claiming that these changes were made based on their recommendations. Despite incremental positive changes, Anson Funds believed more action was necessary to address governance issues and underperformance. They highlighted Twilio's repeated rejection of their proposals and emphasized the dysfunction within Twilio's boardroom. They specifically mentioned preventing related-party transactions involving Bessemer Venture Partners, which they believed had been detrimental to Twilio stockholders. Source

• At the AGM held on June 6, 2024, the proposal to amend the Company’s Certificate of Incorporation to declassify the Board of Directors did not garner approval from the stockholders. Source

Legion Partners Asset Management

On February 26, 2024, Legion Partners Asset Management sent a letter to the Board encouraging it to announce a strategic alternative process to sell the Segment business and immediately expand its stock buyback program by at least an additional $3 billion. Legion Partners stated its belief that these steps should unlock the fair value of Twilio’s stock, which we conservatively estimate is greater than $90 per share.