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Twitter, Inc. (Exact Name of Registrant As Specified in Its Charter)

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Twitter, Inc. (Exact Name of Registrant As Specified in Its Charter) 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) January 25, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1355 Market Street, Suite 900 San Francisco, California 94103 (Address of principal executive offices, including zip code) (415) 222-9670 (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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol(s) on which registered Common Stock, par value $0.000005 per share TWTR New York Stock Exchange 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 ☐ 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. ☐ Item 8.01 Other Events On January 25, 2021, Twitter, Inc. (the “Company”) issued a press release announcing its entry into a binding agreement for the settlement of the following previously disclosed putative derivative lawsuits: (i) the consolidated action captioned In re Twitter, Inc. Shareholder Derivative Litigation, No. 18-cv-62, pending in the United States District Court for the District of Delaware, including the actions captioned Porter v. Costolo, et al., No. 3:16-cv-06136, Espinoza v. Dorsey, et al., No. 3:16-cv-06457, and Fleming v. Costolo, et al., No. 4:16-cv-06492, each commenced in 2016 in the United States District Court for the Northern District of California; (ii) the action captioned Verma v. Costolo, et al., No. 2018-0509, commenced in 2018 in the Court of Chancery of the State of Delaware; and (iii) the action captioned Bassett Family Trust v. Costolo, et al., No. 2019-0806, commenced in 2019 in the Court of Chancery of the State of Delaware. Pursuant to the settlement agreement, which was memorialized in an Amended Stipulation and Agreement of Settlement filed with the Court of Chancery of the State of Delaware (the “Court”) on December 17, 2020, the Company will receive $38 million of insurance proceeds to be used for general corporate purposes and will adopt certain corporate governance modifications. The settlement agreement is subject to final approval by the Court, and the Court has scheduled a hearing for March 19, 2021 at 11:00 a.m., Eastern Time, at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 (or by telephonic or video means as may be designated by the Court in the interest of public safety), to consider approval of the settlement agreement. Stockholders have the right to object to the settlement agreement. The deadline for the submission by stockholders of an objection to the settlement agreement is February 26, 2021, twenty-one calendar days prior to the hearing. Additional information regarding the proposed terms of settlement can be found in (i) the Amended Stipulation and Agreement of Settlement and (ii) the Notice of Pendency of Derivative Action, Proposed Settlement in Derivative Action, Settlement Hearing and Right to Appear, copies of which are included as Exhibits 99.1 and 99.2 to this report and incorporated herein by reference, and on our website at www.twitter.com/i/en/landing/2021derivativesettlement. The Company’s press release announcing the entry into the settlement agreement is included as Exhibit 99.3 to this report. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Amended Stipulation and Agreement of Settlement 99.2 Notice of Pendency of Derivative Action, Proposed Settlement in Derivative Action, Settlement Hearing and Right to Appear 99.3 Press Release issued by Twitter, Inc. dated January 25, 2021 104 Cover Page Interactive Data File (formatted as Inline XBRL) SIGNATURE 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. TWITTER, INC. By: /s/ Ned Segal Ned Segal Chief Financial Officer Date: January 25, 2021 Exhibit 99.1 EFiled: Dec 17 2020 05:08PM EST Transaction ID 66196205 Case No. 2019-0806-PAF IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ATUL VERMA, derivatively on behalf of Nominal Defendant, TWITTER, INC., Plaintiff, C.A. No. 2018-0509-PAF v. RICHARD COSTOLO, ANTHONY NOTO, JACK DORSEY, MARJORIE SCARDINO, DAVID ROSENBLATT, EVAN WILLIAMS, PETER CURRIE, PETER FENTON, and PETER CHERNIN, Defendants, -and- TWITTER, INC., Nominal Defendant. BASSETT FAMILY TRUST, derivatively and on behalf of TWITTER, INC., C.A. No. 2019-0806-PAF Plaintiff, v. RICHARD COSTOLO; ANTHONY NOTO; JACK DORSEY; PETER FENTON; DAVID ROSENBLATT; MARJORIE SCARDINO; EVAN WILLIAMS; PETER CHERNIN; PETER CURRIE; OMID KORDESTANI; PATRICK PICHETTE; DEBRA LEE; MARTHA LANE FOX; NGOZI OKONJO-IWEALA; BRET TAYLOR; ROBERT ZOELLICK; Defendants, -and- TWITTER, INC., a Delaware corporation, Nominal Defendant. 1 AMENDED STIPULATION AND AGREEMENT OF SETTLEMENT This Amended Stipulation and Agreement of Settlement, dated December 17, 2020 (the “Stipulation”), is made and entered into by and among the following parties, and by and through their respective counsel: (i) Plaintiffs Jim Porter (“Porter”), Ernesto Espinoza (“Espinoza”), and Francis Fleming (“Fleming”), each of whom commenced actions in the United States District Court for the Northern District of California, which were subsequently transferred to the United States District Court for the District of Delaware; (ii) Plaintiff Atul Verma (“Verma”), who commenced an action in the Delaware Court of Chancery; (iii) Plaintiff the Bassett Family Trust, which commenced an action in the Delaware Court of Chancery (collectively, “Plaintiffs”) (acting on their own behalves, and derivatively on behalf of Twitter, Inc. (“Twitter”) and its stockholders); (iv) Defendants Richard Costolo, Anthony Noto, Jack Dorsey, Peter Fenton, David Rosenblatt, Marjorie Scardino, Evan Williams, Peter Chernin, Peter Currie, Omid Kordestani, Patrick Pichette, Debra Lee, Martha Lane Fox, Ngozi Okonjo-Iweala, Bret Taylor, and Robert Zoellick (the “Individual Defendants”); and (v) Nominal Defendant Twitter (together with the Individual Defendants, “Defendants,” and together with Plaintiffs and the Individual Defendants, the “Settling Parties”). The Stipulation is intended by the Settling Parties to fully, finally, and forever resolve, discharge, and settle the Released Claims1 upon Court approval and subject to the terms and conditions hereof. 1 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in ¶ IV.1. herein. 2 RECITALS The Federal Derivative Action A. Plaintiffs Porter, Espinoza, and Fleming commenced three separate stockholder derivative actions on October 24, 2016 (the “Porter Derivative Action”); November 4, 2016 (the “Espinoza Derivative Action”); and November 8, 2016 (the “Fleming Derivative Action”), respectively, on behalf of Twitter pleading claims against defendants Costolo, Noto, Dorsey, Fenton, Rosenblatt, Scardino, Williams, Chernin, Currie, and nominal defendant Twitter (collectively, the “Federal Derivative Action Defendants”) for, inter alia, violations of Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, waste of corporate assets, unjust enrichment, and breach of fiduciary duties for insider selling and misappropriation of corporate information, and requesting any other relief in the United States District Court for the Northern District of California (the “Northern District of California”).2 2 Specifically, the Porter Derivative Action was styled Porter v. Costolo, et al., Case No. 3:16-cv-06136-JST; the Espinoza Derivative Action was styled Espinoza v. Dorsey, et al., Case No. 3:16-cv-06457-WHO; and the Fleming Derivative Action was styled Fleming v. Costolo, et al., Case No. 4:16-cv-06492-YGR. 3 B. By court order dated January 20, 2017, the Porter Derivative Action, Espinoza Derivative Action, and Fleming Derivative Action were consolidated under the caption In re Twitter, Inc. Shareholder Derivative Litigation, Lead Case No. 3:16-cv-06136-JST (the “Federal Derivative Action”), and Johnson Fistel, LLP f/k/a Johnson & Weaver, LLP and Robbins LLP f/k/a Robbins Arroyo LLP were appointed co-lead counsel of the Federal Derivative Action (“Federal Derivative Action Lead Counsel”). (Lead Case No. 3:16-cv-06136-JST, ECF No. 21). C. In an effort to preserve judicial resources and the resources of the parties, on April 12, 2017, the parties in the Federal Derivative Action submitted a joint stipulation staying proceedings, which was granted on April 13, 2017 (Lead Case No. 3:16-cv-06136-JST, ECF Nos. 30-31). The joint stipulation requested deferral of the Federal Derivative Action until the resolution of an anticipated motion to dismiss to be filed by defendants in In re Twitter Inc. Sec. Litig., No. 4:16-cv-05314-JST (SK) (N.D.
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