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Printmgr File Proxy Statement Notice of 2017 Annual Meeting of Stockholders MAY 22, 2017 ■ SAN FRANCISCO, CA Proxy Statement Notice of 2017 Annual Meeting of Stockholders May 22, 2017 ▪ SAN FRANCISCO TWITTER, INC. 1355 MARKET STREET, SUITE 900 SAN FRANCISCO, CALIFORNIA 94103 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held at 10:00 a.m. Pacific Time on Monday, May 22, 2017 Dear Stockholders of Twitter, Inc.: The 2017 annual meeting of stockholders (the “Annual Meeting”) of Twitter, Inc., a Delaware corporation (“Twitter”), will be held on Monday, May 22, 2017 at 10:00 a.m. Pacific Time, at Twitter’s San Francisco offices located at 1355 Market Street, San Francisco, California 94103, for the following purposes, as more fully described in the accompanying proxy statement: 1. To elect three Class I directors to serve until our 2020 annual meeting of stockholders and until their successors are duly elected and qualified; 2. To approve, on an advisory basis, the compensation of our named executive officers (“Say-on-Pay”); 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017; 4. To consider a stockholder proposal regarding a report on users owning the Twitter platform, if properly presented at the Annual Meeting; and 5. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Our board of directors has fixed the close of business on March 30, 2017 as the record date (the “Record Date”) for the Annual Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. This proxy statement and our annual report can be accessed directly at the following Internet address: http://www.viewproxy.com/Twitter/2017. You will be asked to enter the control number located on your proxy card. YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail. We appreciate your continued support of Twitter and look forward to either greeting you in person at the Annual Meeting or receiving your proxy. By order of the Board of Directors, Jack Dorsey Chief Executive Officer and Director San Francisco, California April 7, 2017 TABLE OF CONTENTS PAGE QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING 2 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 8 Considerations in Evaluating Director Nominees 9 Nominees for Director 10 Continuing Directors 11 Director Independence 14 Board Leadership Structure and Role of Our Lead Independent Director 15 Board Meetings and Committees 16 Compensation Committee Interlocks and Insider Participation 18 Stockholder Recommendations and Nominations to the Board of Directors 18 Communications with the Board of Directors 19 Corporate Governance Overview 19 Corporate Governance Guidelines and Code of Business Conduct and Ethics 21 Risk Management 21 Management Succession Planning 22 Director Compensation 23 PROPOSAL NO. 1 ELECTION OF DIRECTORS 25 Nominees 25 Vote Required 25 PROPOSAL NO. 2 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 27 Vote Required 27 PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 28 Fees Paid to the Independent Registered Public Accounting Firm 28 Auditor Independence 28 Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm 28 Vote Required 29 STOCKHOLDER PROPOSALS 30 TWITTER, INC. / 2017 Proxy Statement i TABLE OF CONTENTS PAGE PROPOSAL NO. 4 STOCKHOLDER PROPOSAL REGARDING A REPORT ON USERS OWNING THE TWITTER PLATFORM 31 Supporting Statement by Stockholder Proponent 31 The Company’s Statement of Opposition 31 Vote Required 32 REPORT OF THE AUDIT COMMITTEE 33 EXECUTIVE OFFICERS 34 EXECUTIVE COMPENSATION 35 Compensation Discussion and Analysis 35 Compensation Committee Report 47 Compensation Tables 48 EQUITY COMPENSATION PLAN INFORMATION 59 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 60 RELATED PERSON TRANSACTIONS 62 Policies and Procedures for Related Person Transactions 62 OTHER MATTERS 63 Section 16(a) Beneficial Ownership Reporting Compliance 63 Fiscal Year 2016 Annual Report and SEC Filings 63 ii TWITTER, INC. / 2017 Proxy Statement PROXY STATEMENT FOR 2017 ANNUAL MEETING OF STOCKHOLDERS TWITTER, INC. PROXY STATEMENT FOR 2017 ANNUAL MEETING OF STOCKHOLDERS To Be Held at 10:00 a.m. Pacific Time on Monday, May 22, 2017 This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2017 annual meeting of stockholders of Twitter, Inc., a Delaware corporation (“Twitter”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Monday, May 22, 2017 at 10:00 a.m. Pacific Time, at Twitter’s San Francisco offices located at 1355 Market Street, San Francisco, California 94103. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 7, 2017 to all stockholders entitled to vote at the Annual Meeting. TWITTER, INC. / 2017 Proxy Statement 1 QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only. What matters am I voting on and how does the board of directors recommend that I vote? TWITTER BOARD PAGE OF DIRECTORS REFERENCE VOTING (FOR MORE PROPOSAL RECOMMENDATION DETAIL) (Proposal No. 1) The election of three Class I directors to serve until our 2020 annual meeting of stockholders and until their successors are duly elected and qualified. FOR each nominee 25 (Proposal No. 2) The approval, on an advisory basis, of the compensation of our named executive officers (“Say-on-Pay”). FOR 27 (Proposal No. 3) Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017. FOR 28 (Proposal No. 4) A stockholder proposal regarding a report on users owning the Twitter platform. AGAINST 31 Other than the four items of business described in this proxy in person at the Annual Meeting. Throughout this proxy statement, we are not aware of any other business to be statement, we refer to these registered stockholders as acted upon at the Annual Meeting. You may be asked to “stockholders of record.” consider any other business that properly comes before the Annual Meeting. Street Name Stockholders Who is entitled to vote? If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are Holders of our common stock as of the close of business on considered to be the beneficial owner of shares that are held March 30, 2017, the date our board of directors has set as the in “street name,” and the Notice was forwarded to you by record date (the “Record Date”), may vote at the Annual your broker, bank or other nominee, who is considered the Meeting. As of the Record Date, there were 729,753,976 stockholder of record with respect to those shares. As the shares of our common stock outstanding. In deciding all beneficial owner, you have the right to direct your broker, matters at the Annual Meeting, each stockholder will be bank or other nominee as to how to vote your shares. entitled to one vote for each share of our common stock held Beneficial owners are also invited to attend the Annual by them on the Record Date. We do not have cumulative Meeting. However, since a beneficial owner is not the voting rights for the election of directors. stockholder of record, you may not vote your shares of our common stock in person at the Annual Meeting unless you Stockholders of Record follow your broker, bank or other nominee’s procedures for obtaining a legal proxy. If you request a printed copy of our If shares of our common stock are registered directly in your proxy materials by mail, your broker, bank or other nominee name with our transfer agent, you are considered the will provide a voting instruction form for you to use. stockholder of record with respect to those shares, and the Throughout this proxy statement, we refer to stockholders Notice was provided to you directly by us. As the stockholder who hold their shares through a broker, bank or other of record, you have the right to grant your voting proxy nominee as “street name stockholders.” directly to the individuals listed on the proxy card or to vote 2 TWITTER, INC. / 2017 Proxy Statement QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING How many votes are needed for approval of each proposal? VOTE NEEDED FOR APPROVAL AND EFFECT OF PROPOSAL ABSTENTIONS AND BROKER NON-VOTES (Proposal No. 1) The election of three Class I directors to Our amended and restated bylaws (the “Bylaws”) provide for serve until our 2020 annual meeting of stockholders and majority voting and our Corporate Governance Guidelines until their successors are duly elected and qualified. set forth the related director resignation policy for our director nominees.
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