Item 2.02 Results of Operations and Financial Condition.
On September 3, 2020, DocuSign, Inc. (the "Company") reported financial results
for the three and six months ended July 31, 2020. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The press release is being furnished and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act"). The information in this Item 2.02 and in the accompanying
Exhibit 99.1 shall not be deemed incorporated by reference into any registration
statement or other filing with the Securities and Exchange Commission made by
the Company, whether made before or after the date of this Current Report,
regardless of any general incorporation language in such filing, except as shall
be expressly set forth by specific references in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On September 3, 2020, the Company announced that its Board of Directors (the
"Board") appointed Michael Sheridan as President of International. In connection
with this appointment, he will step down as the Company's Chief Financial
Officer. Mr. Sheridan's current compensation arrangements will remain unchanged.
Mr. Sheridan's appointment is contingent and effective immediately upon the
later of (i) the filing of the Company's Quarterly Report on Form 10 Q for the
quarter ended July 31, 2020 and (ii) September 8, 2020.
(c)
On August 28, 2020, the Board appointed Cynthia Gaylor, 47, to serve as the
Company's Chief Financial Officer, contingent and effective immediately upon the
later of (i) the filing of the Company's Quarterly Report on Form 10 Q for the
quarter ended July 31, 2020 and (ii) September 8, 2020 (such time of
appointment, the "Effective Time"). Ms. Gaylor will also succeed Mr. Sheridan as
"principal financial officer" and "principal accounting officer" of the Company
within the meaning of Rule 16a-1(f) under the Exchange Act as of the Effective
Time. Ms. Gaylor currently serves as a member of the Board and previously served
as a member of the Board's Audit Committee. Ms. Gaylor resigned from the Audit
Committee effective August 28, 2020 and has tendered her resignation as a member
of the Board as of the Effective Time due to her concurrent appointment as Chief
Financial Officer. Ms. Gaylor's decision to resign as a member of the Board is
not a result of any disagreement with us regarding any matter relating to our
operations, policies or practices. The Board appointed Teresa Briggs to succeed
Ms. Gaylor as chair of the Audit Committee effective August 28, 2020.
Ms. Gaylor has served on the Company's Board since December 2018. Ms. Gaylor
served as Senior Vice President and Chief Financial Officer of Pivotal Software,
Inc., a multinational software and services company, from May 2016 to December
2019. Prior to joining Pivotal Software, Ms. Gaylor was an independent strategic
advisor from November 2014 to May 2016. From June 2013 to October 2014, Ms.
Gaylor was the Head of Corporate Development and an Advisor at Twitter, Inc.
Prior to Twitter, Ms. Gaylor was a Managing Director at Morgan Stanley, serving
in various positions in the technology investment banking group between March
2006 and May 2013. Ms. Gaylor received a B.S. degree in Economics from The
Wharton School of the University of Pennsylvania.
Ms. Gaylor does not have any family relationships with any of the Company's
directors or executive officers and, since the beginning of the Company's last
fiscal year, there have been no transactions between the Company and Ms. Gaylor
or any member of her immediate family that would require disclosure pursuant to
Item 404(a) of Regulation S-K of the Securities Act, except for the director
compensation previously disclosed in the Company's proxy statement filed with
the Securities and Exchange Commission on April 15, 2020 and the arrangements
described in this Current Report on Form 8-K.
(d)
On August 28, 2020, following the recommendation of the Nominating and Corporate
Governance Committee, the Board appointed James Beer to the Board to serve as a
director of the Company, effective August 28, 2020. In connection with Mr.
Beer's appointment, the Board increased the authorized size of the Board to 10
members until the Effective Time of Ms. Gaylor's resignation from the Board,
whereupon the authorized size of the Board will be reduced to nine members. Mr.
Beer will serve as a Class II director whose term will expire at the Company's
2023 Annual Meeting of Stockholders, which is the next stockholder meeting at
which Class II directors will be elected, and until Mr. Beer's successor shall
have been duly elected and qualified, or until Mr. Beer's earlier death,
resignation, disqualification or removal. The Board also appointed Mr. Beer to
serve as a member of the Audit Committee, effective August 28, 2020. The Board
determined that Mr. Beer qualifies as an independent director pursuant to the
Securities Act and the listing standards of the Nasdaq Stock Market, meets the
further audit
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committee standards required by SEC Rule 10A-3, and is an audit committee
financial expert within the meaning of Item 407(d) of Regulation S-K of the
Securities Act.
There is no arrangement or understanding between Mr. Beer and any other person
pursuant to which Mr. Beer was selected as a director. Mr. Beer has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K of the Securities Act. Mr. Beer will receive
compensation for his service as a member of the Board in accordance with the
Company's Amended and Restated Director Compensation Policy.
Mr. Beer has also entered into the Company's standard form of indemnity
agreement, which is attached as Exhibit 10.2 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on March
28, 2018 (File No. 333-223990).
Item 7.01 Regulation FD Disclosure.
A copy of the Company's news release announcing the leadership changes described
above has been furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
99.1 Press Release dated September 3, 2020, concerning financial results
99.2 Press Release dated September 3, 2020, concerning CFO appointment
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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