Form 8-K - Current report

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): February 6, 2024

Commission File Number: 001-38465

______________________________________

DOCUSIGN, INC.

(Exact name of registrant as specified in its charter)

______________________________________

Delaware

91-2183967

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification Number)

221 Main St.

Suite 1550

San Francisco

California

94105

(Address of Principal Executive Offices)

(Zip Code)

(415) 489-4940

(Registrant's Telephone Number, Including Area Code)

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 (see General Instructions A.2. below):


¨			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:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	DOCU	The Nasdaq Global Select Market

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 2.05 Costs Associated with Exit or Disposal Activities.

On February 6, 2024, DocuSign, Inc. (the “Company”) announced a restructuring plan (the “Restructuring Plan”) designed to strengthen and support the Company’s financial and operational efficiency while continuing to invest in product and related initiatives that will provide the foundation to realize its multi-year growth aspirations as an independent public company.

As part of the Restructuring Plan, the Company expects it will restructure and reduce its current workforce by approximately 6%, with the majority in the Company’s Sales & Marketing organizations. The Company currently estimates that it will incur charges of approximately $28 to $32 million in connection with the Restructuring Plan, consisting primarily of cash expenditures for employee transition, notice period and severance payments, employee benefits, and related costs as well as non-cash expenses related to vesting of share-based awards.

The Company expects that the majority of the restructuring charges will be incurred in the first quarter of fiscal 2025, and that the execution of the Restructuring Plan will be substantially complete by the end of the second quarter of fiscal 2025.

Item 7.01 Regulation FD Disclosure.

On February 6, 2024, DocuSign issued a press release announcing the Restructuring Plan and its expectation that its fourth quarter and fiscal 2024 financial results will meet or exceed the ranges it previously provided on December 7, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

An email from Allan Thygesen, DocuSign’s Chief Executive Officer, to DocuSign’s employees is also attached as Exhibit 99.2 to this Current Report on Form 8-K.

The Company will share further financial details about the restructuring during its fourth quarter fiscal 2024 results publication.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto are furnished to, but not “filed” with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Safe Harbor Statement

Information provided in this Current Report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company’s plans, objectives and expectations related to its Restructuring Plan, including timing, potential cost savings and expected impacts to its financial results and business operations. For a discussion of such risks and uncertainties, see “Risk Factors” as described in the Company’s Annual Report for the year ended January 31, 2023 on Form 10-K filed with the SEC on March 27, 2023, the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2023 filed with the SEC on December 8, 2023, and other reports on file with the SEC.

These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.			Description
99.1			Press release dated February 6, 2024, concerning restructuring
99.2			Email to DocuSign employees from Allan Thygesen, dated February 6, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized.

Date: February 6, 2024


			DOCUSIGN, INC.

			By:			/s/ James P. Shaughnessy
						James P. Shaughnessy
						Chief Legal Officer

DOCUSIGN, INC.

EXHIBIT 99.1

DocuSign Announces Restructuring Plan to Support Multi-Year Growth as Independent Public Company

Provides Update on Q4 and FY 2024 Guidance

SAN FRANCISCO, Feb. 06, 2024 -- DocuSign (Nasdaq: DOCU) today announced a restructuring plan (the “Restructuring Plan”) designed to strengthen and support the Company’s financial and operational efficiency while continuing to invest in product and related initiatives that will provide the foundation to realize its multi-year growth aspirations as an independent public company.

DocuSign also announced that it expects to meet or exceed the Company’s Q4 and FY 2024 financial guidance as described in the earnings release on December 7, 2023.

As part of the Restructuring Plan, the Company expects it will restructure and reduce its current workforce by approximately 6%, with the majority of impacted positions in the Company’s Sales & Marketing organizations. The Company currently estimates that it will incur approximately $28 to $32 million in non-recurring restructuring charges in connection with the Restructuring Plan, consisting primarily of cash expenditures for employee transition, notice period and severance payments, employee benefits, and related costs as well as non-cash expenses related to vesting of share-based awards.

The Company will share further financial details about the restructuring during its fourth quarter fiscal 2024 results publication.

About DocuSign

DocuSign redefines how the world comes together and agrees, making agreements smarter, easier and more trusted. As part of its industry leading product lineup, DocuSign offers eSignature, the world's #1 way to sign electronically on practically any device, from almost anywhere, at any time. Today, over 1 million customers and more than a billion users in over 180 countries use DocuSign products and solutions to accelerate the process of doing business and simplify people's lives. For more information visit http://www.docusign.com.

(www.docusign.com/IP).

Investor Relations:

Investor Relations

investors@docusign.com

Media Relations:

Corporate Communications

media@docusign.com

DOCUSIGN, INC.

EXHIBIT 99.2

Subject: Important Company News: Reducing Our Workforce

Team,

I’m writing to share that we have made the difficult decision to reduce our workforce by approximately six percent, impacting approximately 400 employees.

This is a painful decision, and it is not one I, the leadership team or the board make lightly. Of course, I am most concerned for our colleagues who will be leaving, but I am also aware that layoffs are disruptive and hard on company culture, especially when they happen more than once. This is the second company-wide action in my time at DocuSign. I am deeply sorry that we have to do this again.

In the U.S. and Canada, impacted employees will receive an email shortly notifying them that their role has been eliminated. Outside of the U.S. and Canada, we will follow local guidelines and regulations to determine what roles might be impacted as part of these changes. I’ll share more details about notifications below, but wanted to first provide some important context that led us to make this choice.

Coming to this decision

I joined DocuSign because I saw an incredible opportunity: a beloved brand, an expansive customer base, and the chance to create a SaaS category that could usher in the next great business transformation. That opportunity has not changed - if anything it has become clearer.

I still believe we have a strong opportunity ahead of us as an independent, public company, but it will be a multi-year journey to realize our vision for the future of DocuSign and our growth aspirations. We are making early progress, as evidenced by last month’s major beta releases, but it will take time for our new products to make a material impact on key metrics including bookings, billings, and revenue. This reality makes it critical for us to manage our business to improve profitability and focus investment on initiatives that provide the strongest foundation for long-term growth.

This is why I asked the Executive Leadership Team to reduce operating costs for FY25, starting with an emphasis on operating costs other than current employee headcount, including areas such as program spend, professional fees, non-critical open roles, and more. These reductions are already being implemented.

However, after evaluating where we are as a business, we concluded that further action was needed. So, today, we’re reducing our headcount by approximately six percent, and saying goodbye to about 400 of our talented colleagues. Each ELT member will send their teams separate notes and set up meetings to explain specific changes to each organization.

Notifications

As I noted above, in the U.S. and Canada, within 30 minutes of receiving this message, impacted employees will receive an email notifying them that their role has been eliminated. They will then receive an invitation to a meeting with their business leaders and the People team to discuss and review what they can expect in the coming days. Outside of the U.S. and Canada, we will follow local guidelines and regulations to determine what roles might be impacted as part of these changes. The timelines for these processes will differ by country, but communicating the changes will start today.

Supporting our colleagues

While there isn’t anything that makes this easier, we want to provide our departing colleagues with as smooth of a transition as possible, and support them in their next steps towards finding long-term success outside of DocuSign. That will include:

●Severance: Our U.S. based employees will remain on the payroll until at least March 1st and will be eligible for a minimum 12 weeks of severance for these employees. In our international locations, payroll dates and severance amounts will vary in accordance with local law and custom.

●US Health Care: We will pay a lump sum which is the equivalent to a minimum of 3 months of COBRA premiums.

●Stock: There will be a two-month accelerated RSU vesting.

●Career assistance: We will be providing outplacement services to help with the transition.

●Computer: Impacted employees will also be able to keep their laptops.

Moving forward

We have a very real opportunity to reinvigorate growth and create a category-defining company. We can continue to improve our efficiency and execution as a business while still investing in the key initiatives that will drive our future growth.

Our vision for intelligent agreement management continues to be proven out in conversations with our customers, integration & channel partners, and long-term investors. And this critical transformation work won’t stop. We will continue to allocate resources, particularly in the Product and Technology groups, to invest in initiatives like this that we believe can help re-accelerate our growth.

We’ll hold company Town Halls later today at 5:30 pm PT and tomorrow at 8:30am PT to discuss today’s news. I’ll take your questions then.

Today is difficult. To employees who are saying goodbye to their colleagues, thank you for continuing to show grace and support as they navigate this transition. To everyone leaving us today: Thank you. I’m deeply grateful for all that you have contributed to make DocuSign the company it is today.

Allan

###

Cover	Feb. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 06, 2024
Entity Registrant Name	DOCUSIGN, INC.
Entity Central Index Key	0001261333
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38465
Entity Tax Identification Number	91-2183967
Entity Address, Address Line One	221 Main St.
Entity Address, Address Line Two	Suite 1550
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	415
Local Phone Number	489-4940
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Trading Symbol	DOCU