docu-20240417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under §240.14a-12

DOCUSIGN, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):

☒						No fee required

☐						Fee paid previously with preliminary materials

☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2024 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Docusign, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held in a virtual format via an online live webcast. A virtual format allows us to improve sustainability and reduce our environmental footprint, save us and stockholders time and money, and ensure all stockholders have the opportunity to efficiently and effectively participate in the Annual Meeting regardless of location.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

Date

May 29, 2024

Time

9:00 a.m.

Pacific Time

Location

www.virtualshareholdermeeting.com/DOCU2024

To elect the Board of Directors’ nominees, Enrique Salem, Peter Solvik, and Maggie Wilderotter, to the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders.

Record Date

The record date for the Annual Meeting is April 4, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. On or about April 17, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and annual report.

To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of the Company for its fiscal year ending January 31, 2025.

To conduct an advisory vote on our named executive officers’ compensation.

Stockholder proposal to report on effectiveness of the Company’s diversity, equity, and inclusion efforts.

To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/DOCU2024, where you will be able to listen to the meeting live, submit questions and vote online. We encourage you to check the Annual Meeting website and our press releases on our investor relations website at investor.docusign.com prior to the virtual Annual Meeting if you plan to attend.

By Order of the Board of Directors,

Allan Thygesen

President & Chief Executive Officer

San Francisco, California, April 17, 2024

All stockholders are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the Internet, by telephone or, if you received a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may do so automatically by voting online at the Annual Meeting, or by delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.

Table of Contents


QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1
FISCAL YEAR 2024 IN REVIEW			7
STOCKHOLDER ENGAGEMENT			8
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)			12
DIRECTORS AND CORPORATE GOVERNANCE			16
COMMUNICATIONS AND POLICIES			30
DIRECTOR COMPENSATION			31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			34
FISCAL YEAR 2025 EXECUTIVE OFFICERS			36
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			38
COMPENSATION RISK ASSESSMENT			63
EXECUTIVE COMPENSATION TABLES			64
EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS			72
TRANSACTIONS WITH RELATED PERSONS			83
CEO PAY RATIO DISCLOSURE			84
PAY VERSUS PERFORMANCE			85
EQUITY COMPENSATION PLAN INFORMATION			90
COMMITTEE REPORTS			91
PROPOSAL 01 - ELECTION OF DIRECTORS			92
PROPOSAL 02 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			93
PROPOSAL 03 - ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICERS' COMPENSATION			95
P ROPOSAL 04 - STOCKHOLDER PROPOSAL			96
PROCEDURAL MATTERS			99
TRANSACTION OF OTHER BUSINESS			100

Questions and Answers About These Proxy Materials and Voting

Why did I receive a notice regarding the availability of proxy materials on the Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Docusign, Inc., a Delaware corporation (sometimes referred to as the “Company” or “Docusign”) is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 17, 2024 to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after April 17, 2024.

How do I attend the annual meeting?

The Annual Meeting will be held on Wednesday, May 29, 2024 online via live webcast at 9:00 a.m. Pacific Time. Information on how to vote online at the Annual Meeting is discussed below.

Will the annual meeting be held in person or virtually?

We currently intend to hold our Annual Meeting virtually. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/DOCU2024, where you will be able to listen to the meeting live, submit questions and vote online. We will announce any updates through a press release, on our Annual Meeting website (www.virtualshareholdermeeting.com/DOCU2024) and in a Current Report on Form 8-K. We encourage you to check the Annual Meeting website and our press releases on our investor relations website at investor.docusign.com prior to the meeting if you plan to attend.

Who can vote at the annual meeting?

Only stockholders of record at the close of business on April 4, 2024 will be entitled to vote at the Annual Meeting. On this record date, there were 204,746,964 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on April 4, 2024, your shares were registered directly in your name with Docusign’s transfer agent, American Stock Transfer and Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.


Docusign			Proxy Statement			1

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 4, 2024, your shares were not held in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and this Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

What are my voting choices on each matter? What are the Board’s recommendations?


Proposal		Voting Choices	Board Recommendation

01	Election of Directors	For(1) Against(1) Abstain(1)	FOR

SEC Form DEF 14A filed by DocuSign Inc.