Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2021, the board of directors (the "Board") of Twitter, Inc. (the
"Company") appointed Mimi Alemayehou to the Board as a Class I director. She was
also appointed to the Audit Committee, replacing Robert Zoellick, effective
July 1, 2021.
Ms. Alemayehou, 51, has a career that spans both the public and private sectors
across emerging markets. She currently serves as Senior Vice President for
Public - Private Partnership at Mastercard. Prior to joining Mastercard,
Ms. Alemayehou was the Managing Director and a Board member for investment
platform Black Rhino Group, a portfolio company of Blackstone, where she focused
on the development and acquisition of energy and infrastructure assets across
Africa. Ms. Alemayehou was previously appointed by President Obama to serve as
Executive Vice President of the Overseas Private Investment Corporation (OPIC).
During Ms. Alemayehou's tenure from 2010 to 2014, OPIC's portfolio grew by more
than 24% to $18 billion and the corporation's Africa portfolio tripled to nearly
$4 billion. Prior to OPIC, Ms. Alemayehou was appointed by President George W.
Bush to serve as the United States Executive Director on the Board of Directors
of the African Development Bank (AfDB). She received a Distinguished Honor Award
for her outstanding service in this role. Ms. Alemayehou has also launched
entrepreneurial ventures in consulting.
There are no arrangements or understandings between Ms. Alemayehou, on the one
hand, and the Company or any other persons, on the other hand, pursuant to which
Ms. Alemayehou was selected as a director. There are no related party
transactions between the Company and Ms. Alemayehou (or any of her immediate
family members) requiring disclosure under Item 404(a) of
Regulation S-K. Ms. Alemayehou does not have any family relationships with any
of the Company's directors or executive officers.
Ms. Alemayehou will participate in the director benefits arrangements applicable
to non-employee directors as described in the Company's definitive proxy
statement filed with the Securities and Exchange Commission on April 13, 2021.
In addition, the Company will enter into its standard form of indemnification
agreement with Ms. Alemayehou.
Upon Ms. Alemayehou's appointment, Jesse Cohn resigned from the Board pursuant
to the terms of the amended and restated cooperation letter agreement, dated as
of March 31, 2021, which was previously disclosed. As one of Twitter's largest
shareholders, Elliott Investment Management will continue to engage with members
of the Company's senior management team and Board, facilitated by the
Information Sharing and Engagement Agreement the Company entered into with
Elliott. The Board thanks Mr. Cohn for his service.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release, dated June 9, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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