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Twitter, Inc. Notice of Annual Meeting of Stockholders

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Twitter, Inc. Notice of Annual Meeting of Stockholders TWITTER, INC. 1355 MARKET STREET, SUITE 900 SAN FRANCISCO, CALIFORNIA 94103 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held at 2:00 p.m. Pacific Time on Wednesday, June 3, 2015 Dear Stockholders of Twitter, Inc.: The 2015 annual meeting of stockholders (the “Annual Meeting”) of Twitter, Inc., a Delaware corporation, will be held on Wednesday, June 3, 2015 at 2:00 p.m. Pacific Time, at Yerba Buena Center for the Arts, YBCA Forum located at 701 Mission Street, San Francisco, California 94103, for the following purposes, as more fully described in the accompanying proxy statement: 1. To elect two Class II directors to serve until our 2018 annual meeting of stockholders and until their successors are duly elected and qualified; 2. To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2015; and 4. 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 April 10, 2015 as the record date for the Annual Meeting. Only stockholders of record on April 10, 2015 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/2015. 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, Richard Costolo Chief Executive Officer and Director San Francisco, California April 20, 2015 TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING ......................... 1 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE ........................................................................................ 7 Nominees for Director ................................................................................................................................................... 7 Continuing Directors ..................................................................................................................................................... 8 Director Independence .................................................................................................................................................. 9 Board Leadership Structure and Role of our Lead Independent Director ...................................................................... 9 Board Meetings and Committees .................................................................................................................................. 10 Compensation Committee Interlocks and Insider Participation..................................................................................... 11 Considerations in Evaluating Director Nominees ......................................................................................................... 12 Stockholder Recommendations and Nominations to the Board of Directors ................................................................ 12 Communications with the Board of Directors ............................................................................................................... 13 Corporate Governance Guidelines and Code of Business Conduct and Ethics ............................................................. 13 Risk Management .......................................................................................................................................................... 13 Director Compensation ................................................................................................................................................. 14 PROPOSAL NO. 1 ELECTION OF DIRECTORS ................................................................................................................. 16 PROPOSAL NO. 2 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE COMPENSATION ...................................................................................................................................... 17 PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ....................................................................................................................................................... 18 Fees Paid to the Independent Registered Public Accounting Firm ................................................................................ 18 Auditor Independence ................................................................................................................................................... 18 Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm ........................................................................................................................................... 19 REPORT OF THE AUDIT COMMITTEE ............................................................................................................................. 20 EXECUTIVE OFFICERS ....................................................................................................................................................... 21 EXECUTIVE COMPENSATION ........................................................................................................................................... 22 Compensation Discussion and Analysis ........................................................................................................................ 22 Compensation Committee Report ................................................................................................................................. 30 EQUITY COMPENSATION PLAN INFORMATION .......................................................................................................... 40 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ............................................. 40 RELATED PERSON TRANSACTIONS ................................................................................................................................ 43 OTHER MATTERS ................................................................................................................................................................ 44 Section 16(A) Beneficial Ownership Reporting Compliance ........................................................................................ 44 Fiscal Year 2014 Annual Report and SEC Filings ........................................................................................................ 44 -i- TWITTER, INC. PROXY STATEMENT FOR 2015 ANNUAL MEETING OF STOCKHOLDERS To Be Held at 2:00 p.m. Pacific Time on Wednesday, June 3, 2015 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 2015 annual meeting of stockholders of Twitter, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, June 3, 2015 at 2:00 p.m. Pacific Time, at Yerba Buena Center for the Arts, YBCA Forum located at 701 Mission 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 20, 2015 to all stockholders entitled to vote at the 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? You will be voting on: x the election of two Class II directors to serve until our 2018 annual meeting of stockholders and until their successors are duly elected and qualified; x on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; x a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2015; and x any other business as may properly come before the Annual Meeting. How does the board of directors recommend I vote on these proposals? Our board of directors recommends a vote: x “FOR” the election David Rosenblatt and Evan Williams as Class II directors; x to hold future stockholder advisory votes on the compensation of our named executive officers every ONE YEAR; and x “FOR” the ratification of the appointment of PricewaterhouseCoopers
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