UiPath (PATH) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply)

By Order of the Board of Directors

Brad Brubaker

General Counsel and Secretary

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 the Notice because our board of directors is soliciting your proxy to vote at the 2022 Annual Meeting of Stockholders, including at any adjournments or postponements thereof. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request 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 May 4, 2022 to all stockholders of record entitled to vote at the Annual Meeting.

How do I attend, participate in, and ask questions during the Annual Meeting?

Time to ensure you are logged in when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting.

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:

What if I have technical difficulties or trouble accessing the Annual Meeting?

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date, April 20, 2022, will be entitled to vote at the Annual Meeting. On the Record Date, there were 462,410,696 shares of Class A common stock and 82,452,748 shares of Class B common stock outstanding and entitled to vote.

How many votes do I have?

Each holder of shares of our Class A common stock will have one vote per share of Class A common stock held as of the Record Date, and each holder of shares of our Class B common stock will have 35 votes per share of Class B common stock held as of the Record Date. The holders of the shares of our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited.

What am I voting on?

There are two matters scheduled for a vote:

What if another matter is properly brought before the Annual Meeting?

Our board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by proxy in advance of the Annual Meeting through the internet, by telephone, using a printed proxy card, or online during the Annual Meeting.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Your most current proxy card or telephone or internet proxy is the one that is counted.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote through the internet, by telephone, by completing the proxy card that may be delivered to you or online during the Annual Meeting, your shares will not be voted.

If I am a beneficial owner of shares held in “street name” and I do not provide my broker, bank, or other agent with voting instructions, what happens?

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether, pursuant to stock exchange rules, the particular proposal is deemed to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under applicable rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation, and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may vote your shares on Proposal 2. Your broker or nominee, however, may not vote your shares on Proposal 1 without your instructions. Such an event would result in a “broker non-vote” and these shares will not be counted as having been voted on the applicable proposal. Please instruct your broker, bank, or other agent to ensure that your vote will be counted.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

How are votes counted?

How many votes are needed to approve each proposal?

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes:

What is the quorum requirement?

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other agent) or if you vote online during the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the voting power of the shares present at the Annual Meeting by virtual attendance or represented by proxy may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by January 4, 2023, to our Corporate Secretary at 452 5th Avenue, 22th Floor, New York, New York 10018, Attention: Corporate Secretary.

Pursuant to our amended and restated bylaws, if you wish to submit a proposal (including a director nomination) at the 2023 annual meeting that is to be included in next year’s proxy materials, you must do so not later than the close of business on March 18, 2023 nor earlier than the close of business on February 16, 2023. However, if the date of our 2023 annual meeting is not held between May 17, 2023 and July 17, 2023, to be timely, notice by the stockholder must be received (A) not earlier than the close of business on the 120th day prior to the 2023 annual meeting and (B) not later than the close of business on the later of the 90th day prior to the 2023 annual meeting or, if later than the 90th day prior to the 2023 annual meeting, the 10th day following the day on which public announcement of the date of the 2023 annual meeting is first made. You are also advised to review our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

Who is paying for this proxy solicitation?

We will pay for the cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokers, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

Set forth below is biographical information for the director nominees. This includes information regarding each director’s experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service.

Nominees for Election at the 2022 Annual Meeting of Stockholders

Role of the Board in Risk Oversight

While our full board of directors has overall responsibility for risk oversight, it has delegated oversight of certain risks to its committees. Our audit committee monitors our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Furthermore, our audit committee has delegated to the cybersecurity subcommittee oversight of risks associated with cybersecurity, information security and data privacy, and the subcommittee regularly reviews with management our data security programs and assessments, management, and mitigation of such risks. Further, our audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our compensation committee monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating and corporate governance committee oversees our major corporate governance risks, including through monitoring the effectiveness of our Corporate Governance Guidelines and oversight of the Company’s environmental, social, and governance program.

In connection with its reviews of the operations of our business, our full board of directors addresses the primary risks associated with our business including, for example, strategic planning. Our board of directors appreciates the evolving nature of our business and industry and is actively involved with monitoring new threats and risks as they emerge. In particular, our board of directors has been closely monitoring the rapidly evolving COVID-19 pandemic, its potential effects on our business, and risk mitigation strategies.Our board of directors has also been closely monitoring the effects on UiPath of the situation in Ukraine caused by the Russian military action.

At periodic meetings of our board of directors and its committees, management reports to and seeks guidance from our board and its committees with respect to the most significant risks that could affect our business, such as legal risks, information security and privacy risks, and financial, tax and audit-related risks. In addition, among other matters, management provides our audit committee periodic reports on our compliance programs and investment policy and practices.

Meetings of the Board of Directors

Our board of directors is responsible for the oversight of management and the strategy of our company and for establishing corporate policies. Our board of directors meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our board of directors. Our board of directors met eleven times during our last fiscal year; with respect to the committees of our board of directors, the audit committee met 6 times, the compensation committee met 6 times, and the nominating and corporate governance committee met 3 times. For our last fiscal year, each director attended 75% or more of the aggregate of the meetings of our board of directors and of the committees on which he or she served. We encourage our directors and nominees for director to attend our Annual Meeting. We will be holding our first annual meeting of stockholders in June.

* Indicates committee chair.

† Ms. Hammonds and Ms. Sturdy serve on the ad hoc cyber subcommittee, with Ms. Hammonds as chair.

Audit Committee

Report of the Audit Committee of the Board of Directors

Michael Gordon, Chairperson

Compensation Committee

No member of our compensation committee is currently one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee believes that candidates for director should have certain minimum qualifications, including the highest personal integrity and ethics, the ability to read and understand basic financial statements, the ability to understand our industry, and being older than 21. The nominating and corporate governance committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to our affairs, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, and having the commitment to rigorously represent the long-term interests of our stockholders. These qualifications may be modified from time to time. Candidates for director nominees are reviewed in the context of the current composition of the board of directors, the operating requirements of UiPath, and the long-term interests of our stockholders. In conducting this assessment, the nominating and corporate governance committee typically considers diversity (including gender, racial and ethnic diversity), skills, and such other factors as it deems appropriate, given the current needs of the board of directors and our business, to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors, the nominating and corporate governance committee reviews these directors’ overall service to UiPath during their terms, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, our nominating and corporate governance committee also evaluates whether the nominee is independent for NYSE purposes, based upon applicable NYSE listing standards, applicable SEC rules and regulations, and the advice of counsel, if necessary. Our nominating and corporate governance committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our board of directors. Our nominating and corporate governance committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our board of directors.

Each submission must include, among other things, the name, age, business address, and residence address of the proposed candidate, the principal occupation or employment of the proposed candidate, details of the proposed candidate’s ownership of our capital stock, a description of the proposed candidate’s business experience for at least the last five years, and a description of the proposed candidate’s qualifications as a director. Any such submission must be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected.

If, rather than submitting a candidate to the nominating and corporate governance committee for consideration, you wish to formally nominate a director pursuant to proxy materials that you will prepare and file with the SEC, please see the deadline described in “When are stockholder proposals and director nominations due for next year’s annual meeting?” above and refer to our amended and restated bylaws for a complete description of the required procedures for nominating a candidate to our board of directors.

Our board of directors has adopted a formal process by which stockholders may communicate with the board or any of its directors. Stockholders and other interested parties wishing to communicate with the board or an individual director may send a written communication c/o UiPath, Inc., 452 5th Avenue, 22th Floor, New York, New York, 10018, Attn: Corporate Secretary. Written communications may be submitted anonymously or confidentially and may, at the discretion of the person submitting the communication, indicate whether the person is a stockholder or other interested party. Each communication will be reviewed by the Corporate Secretary to determine whether it is appropriate for presentation to the board or such director. Examples of inappropriate communications include product complaints, product inquiries, new product suggestions, resumes or job inquiries, surveys, solicitations or advertisements, or hostile communications.

Communications determined by the Corporate Secretary to be appropriate for presentation to the board or such director will be submitted to the board or such director on a periodic basis. Communications determined by the Corporate Secretary to be inappropriate for presentation will still be made available to any non-management director upon such director’s request.

Corporate Governance Guidelines

Prohibition on Hedging, Short Sales and Pledging

Our board of directors has adopted an insider trading policy, which prohibits hedging or monetization transactions with respect to our Class A common stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, our insider trading policy prohibits trading in derivative securities related to our Class A common stock, which include publicly traded call and put options, engaging in short selling of our Class A common stock, purchasing our Class A common stock on margin or holding it in a margin account and pledging our shares as collateral for a loan.

Neither our amended and restated bylaws nor other governing documents or law require stockholders' ratification of the selection of KPMG as our independent registered public accounting firm. However, the audit committee is submitting the selection of KPMG to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of UiPath and our stockholders.

The affirmative vote of the holders of a majority of the shares present by virtual attendance or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of KPMG.

On April 14, 2022, the audit committee of our board of directors approved the dismissal of Grant Thornton LLP (“GT”) as our independent registered public accounting firm, effective immediately. As described below, the change in independent registered public accounting firm is not the result of any disagreement with GT.

GT’s audit reports on our consolidated financial statements as of and for the fiscal year ended January 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle.

During the fiscal years ended January 31, 2022 and 2021 and through April 14, 2022, there were no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and GT on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure, which, if not resolved to GT’s satisfaction, would have caused GT to make reference thereto in connection with their report. As of January 31, 2022 and 2021, and for each of the two fiscal years in the period ended January 31, 2022 and through April 14, 2022, except as set forth below, there were no reportable events as that term is defined in Item 304(a)(1)(v) of Regulation S-K. In connection with the preparation and audit of the Company’s consolidated financial statements as of and for the fiscal year ended January 31, 2020, a material weakness in the Company’s internal controls over financial reporting related to revenue recognition for the fiscal year ended December 31, 2018 was identified, which resulted in the improper allocation of stand-alone selling price and certain errors in deferred revenue and contract asset. The material weakness was caused by, among other things, a lack of oversight and technical competence and experience within our finance department to identify such errors. As of January 31, 2021,the Company’s management concluded that the material weakness has been remediated. This reportable event was discussed among the audit committee and GT. GT has been authorized by the Company to respond fully to the inquiries of KPMG, the successor independent registered public accounting firm, concerning this reportable event.

On April 14, 2022, our audit committee approved management’s recommendation to engage KPMG as our independent registered public accounting firm beginning with the fiscal year ending January 31, 2023. The engagement of KPMG was effective as of April 20, 2022.

During the fiscal years ended January 31, 2022 and 2021, neither we nor anyone acting on our behalf has consulted with KPMG regarding (1) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or the effectiveness of internal control over financial reporting, and neither a written report nor oral advice was provided to us that KPMG concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, (2) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Prior Principal Accountant Fees and Services

The following table represents aggregate fees billed to us by GT, the member firms of GT, and their related entities for the periods set forth below. After April 14, 2022, no services were provided to us by GT, other than ongoing statutory audits with respect to certain of our foreign subsidiaries.

All services described above were pre-approved by the audit committee.

Pre-Approval Policies and Procedures

The audit committee has adopted policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The policy generally permits pre-approval of specified services in the defined categories of audit services, audit-related services, tax services and permitted non-audit services. Pre-approval may also be given as part of the audit committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the audit committee's members, but any pre-approval decision made pursuant to such delegation must be reported to the full audit committee at its next scheduled meeting.

The following table sets forth our executive officers, their ages and position or office held with us as of the date of this proxy statement:

Appointment of Co-Chief Executive Officer

On April 27, 2022, we announced that Robert Enslin has been appointed as our Co-Chief Executive Officer, effective May 16, 2022. Mr. Enslin will serve as Co-Chief Executive Officer with Daniel Dines, our Chairman and Co-Chief Executive Officer. Mr. Enslin, age 59, most recently served as President, Cloud Sales at Google. He joined Google in April 2019. Prior to that, he spent 27 years at SAP, most recently as President of its Cloud Business Group and as an executive board member.

The compensation provided to our named executive officers for the fiscal year ended January 31, 2022 is set forth in the Summary Compensation Table below and accompanying footnotes and narrative that follow this section.

Our named executive officers, consisting of our principal executive officer and the next two most highly compensated executive officers for the fiscal year ended January 31, 2022, were:

The following table presents all of the compensation awarded to or earned by or paid to our named executive officers for the fiscal years ended 2022 and 2021.

(1) Amounts reported represents the aggregate grant date fair value of stock awards or stock options, as applicable, granted to our executive officer, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock awards and stock options reported in this column are set forth in the notes to our audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2022. This amount does not reflect the actual economic value that may be realized by the named executive officer.

(2) Amounts shown represent the named executive officers’ total bonuses earned for the fiscal years 2022 and 2021, as applicable, based on the achievement of company performance goals as determined by our board of directors.

(3) Amounts shown for Mr. Gupta and Mr. Kummert represent life insurance premium payments made by us on behalf of each named executive officer, 401(k) match contributions for each named executive officer, and nominal gift vouchers for use on UiPath merchandise. With respect to Mr. Dines only, the amount shown for fiscal year 2022 includes personal security services in the amount of $395,673, health insurance costs in the amount of $40,253, $223,281 equal to half of Mr. Dines’ Hart Scott Rodino filing fee, expenses related to tax preparation services in the amount of $4,171, and our 401(k) match contribution for Mr. Dines. Amount shown for fiscal year 2021 includes personal security services in the amount of $66,500, health insurance costs, gym membership fees, expenses related to personal meals and events, expenses related to tax preparation services, and our 401(k) match contribution for Mr. Dines.

(4) Amount shown includes $5,809 from UiPath, Inc. and $100,235 from our Romanian subsidiary.

(5) Mr. Gupta was not a named executive officer for fiscal year 2021 and, as a result, his compensation information for that year has been omitted.

(6) Mr. Kummert was hired as our Executive Vice President of Product and Engineering in March 2020. His annualized base salary as of January 31, 2021 was $450,000.

(7) This amount also reflects (i) the grant date fair value for the stock option award granted to Mr. Kummert in March 2020 of $5,190,872, computed as of the grant date, plus (ii) the incremental fair value of the repricing of the stock option award in July 2020 of $10,172,097, computed as of the repricing date, each in accordance with ASC Topic 718.

Narrative to Summary Compensation Table

Base Salaries

For the year ended January 31, 2022, the annual base salaries for each of Messrs. Dines, Gupta and Kummert were $6,017, $401,000 and $450,000 respectively. For the year ended January 31, 2021, the annual base salaries for each of Messrs. Dines, Kummert and Hansen were $106,044, $404,384 and $305,753, respectively. Mr. Gupta's 2021 salary is not provided as he was not a named executive officer in fiscal year 2021. Mr. Hansen, our former Chief Revenue Officer, was a named executive officer for fiscal year 2021. Following our initial public offering in April 2021, Mr. Dines requested that his compensation be decreased to a de minimus amount. Therefore Mr. Dines' annual base salary was subsequently decreased to $6,017.

Annual Bonuses

During the fiscal year ended January 31, 2022, each of our named executive officers was eligible to receive an annual bonus based on achievement of certain performance goals, consisting of individual performance goals and corporate metrics for Annual Recurring Revenue (ARR) and Free Cash Flow (FCF). The fiscal year 2022 bonus plan was funded at 96% of target, based on goal achievement. Accordingly, we paid Mr. Gupta a cash bonus of $232,480 and Mr. Kummert a cash bonus of $216,000. As noted above under Base Salaries, Mr. Dines did not take a cash bonus for fiscal year 2022.

During the fiscal year ended January 31, 2021, each of our named executive officers was eligible to receive an annual bonus based on achievement of certain performance goals, consisting of individual performance goals and corporate metrics for Annual Recurring Revenue (ARR) and Free Cash Flow (FCF). The fiscal year 2021 bonus plan was funded at 111% of target, based on goal achievement. Mr. Kummert received a bonus of $225,117, based on achievement of individual and corporate goals.

Equity Compensation

During the fiscal year ended January 31, 2022, we granted restricted stock units ("RSUs") to the named executive officers as shown in more detail in the "Outstanding Equity Awards at Fiscal 2022 Year-End Table" below.

Prior to fiscal 2022, we granted options to purchase shares of our common stock and RSU awards to each of our named executive officers (excluding Mr. Dines), as shown in more detail in the "Outstanding Equity Awards at Fiscal 2022 Year-End Table" below.

401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Plan participants are able to defer eligible compensation subject to applicable annual Internal Revenue Code ("Code") limits. We have the ability to make discretionary contributions to the 401(k) plan but have not done so to date. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan's related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Health and Welfare Benefits

Our named executive officers are eligible to participate in all of our employee benefit plans, including our medical, dental, life and disability insurance plans, in each case on the same basis as other employees of the same status.

Perquisites and Personal Benefits

We provide perquisites to our CEO and Co-Founder Mr. Dines, as set forth in the Summary Compensation Table, under "All Other Compensation," above. We provide limited perquisites and personal benefits to our named executive officers (other than Mr. Dines).

The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding as of January 31, 2022.

(1) All equity awards listed in this table were granted pursuant to the 2018 Stock Plan (“2018 Plan”) or 2021 Equity Incentive Plan (“2021 Plan”).

(2) Market value is calculated based on the closing price of our Class A common stock on January 31, 2022, which was $36.53, as reported on the NYSE.

(3) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vested on June 30, 2019, with the remaining shares vesting in equal monthly installments over the next three years, subject to the executive officer's continuous service through each such vesting date.

(4) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vested in connection with the completion of our initial public offering, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continuous service through each such vesting date.

(5) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vested on January 1, 2022, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the executive officer's continuous service through each such vesting date.

(6) This RSU award vests based upon the following vesting schedule: 38,380 shares on each of April 1, July 1, October 1, 2022 and January 1, 2023; 24,836 shares on each of April 1, July 1, October 1, 2023 and January 1, 2024; with the remaining shares vesting in equal quarterly installments through January 1, 2026, subject to the executive officer's continuous service through each such vesting date.

(7) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vested on March 9, 2021, with the remaining shares vesting in equal monthly installments over the next three years, subject to the named executive officer’s continuous service through each such vesting date. Mr. Kummert's election to be eligible for early option exercise, which was made available to him before our initial public offering and under our 2018 Plan, is reflected with regard to the exercisable options in column (b) above. None of Mr. Kummert's options were early exercised as of January 31, 2022.

(8) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vested in connection with the completion of our initial public offering, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continuous service through each such vesting date.

(9) This RSU award vests based upon the following vesting schedule: 48,609 shares on each of April 1, July 1, October 1, 2024 and January 1, 2025; 37,391 shares on each of April 1, July 1, October 1, 2025 and January 1, 2026, with the remaining shares vesting in equal quarterly installments through January 1, 2027, subject to the executive officer's continuous service through each such vesting date.

Options held by certain of our named executive officers are eligible for accelerated vesting under specified circumstances. Please see the subsection titled “—Agreements with Named Executive Officers” below for a description of such potential acceleration.

Agreements with Named Executive Officers

We have entered into offer letters with each of our named executive officers, the terms of which are described below. Each of our named executive officers has executed our standard confidential information and invention assignment agreement.

Daniel Dines

Ashim Gupta

Theodore Kummert

Our amended and restated certificate of incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of January 31, 2022. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders:

(1) Includes the 2015 Stock Plan (the "2015 Plan"), the 2018 Plan and the 2021 Plan, but does not include future rights to purchase Class A common stock under our 2021 Employee Stock Purchase Plan (“2021 ESPP”), which depend on a number of factors described in our 2021 ESPP and will not be determined until the end of the applicable purchase period.

(2) The weighted-average exercise price excludes any outstanding restricted stock unit awards, which have no exercise price.

The 2021 Plan provides that the total number of shares of our Class A common stock reserved for issuance thereunder will automatically increase on February 1st of each year for a period of ten years, beginning on February 1, 2022 and continuing through February 1, 2031, in an amount equal to 5% of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31, or (2) a lesser number of shares determined by our board of directors no later than the February 1 increase. In addition, the 2021 ESPP provides that the total number of shares of our Class A common stock reserved for issuance thereunder will automatically increase on February 1 of each year for a period of up to ten years commencing on February 1, 2022 and continuing through February 1, 2031, in an amount equal to the lesser of (i) 1% of the total number of shares of capital stock outstanding on January 31 of the preceding year, and (ii) 15,500,000 shares of Class A common stock; or such lesser number of shares of Class A common stock as determined by our board of directors prior to February 1 of a given year.

Accordingly, on February 1, 2022, the number of shares of Class A common stock available for issuance under the 2021 Plan and the 2021 ESPP increased by 27,061,282 shares and 5,412,256 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above.

The following table sets forth information regarding compensation earned by or paid to our non-employee directors for and subsequent to the fiscal year ended January 31, 2022: 

(3) Amount consists of 16,057 shares of Class A common stock underlying RSUs with an aggregate grant date fair value of $903,046, granted to Mr. Botteri in March 2021.

(4) Mr. Eschenbach joined our board of directors in March 2021. Amount consists of 16,057 shares of Class A common stock underlying RSUs with an aggregate grant date fair value of $903,046, granted to Mr. Eschenbach in March 2021.

(5) Mr. Gordon joined our board of directors in September 2020.

(6) Ms. Hammonds joined our board of directors in September 2020. Amount includes 26,896 shares of Class A common stock underlying RSUs with an aggregate grant date fair value of $1,512,631, granted to Ms. Hammonds in March 2021.

(7) Mr. Mendoza resigned from our board of directors in June 2021.

(8) Mr. Springer joined our board of directors in March 2021. Amount consists of 80,688 shares of Class A common stock underlying RSUs with an aggregate grant date fair value of $4,537,893, granted to Mr. Springer in March 2021.

(9) Ms. Sturdy joined our board of directors in March 2021. Amount consists of 16,057 shares of Class A common stock underlying RSUs with an aggregate grant date fair value of $903,046, granted to Ms. Sturdy in March 2021.

(10) Ms. Tejada joined our board of directors in October 2020. Amount includes 26,896 shares of Class A common stock underlying RSUs with an aggregate grant date fair value of $1,512,631, granted to Ms. Tejada in March 2021.

(11) Amount consists of 16,057 shares of Class A common stock underlying RSUs with an aggregate grant date fair value of $903,046, granted to Mr. Wong in March 2021.

The following table sets forth certain information regarding the ownership of our common stock as of April 20, 2022 by:

We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 462,410,696 shares of Class A common stock and 82,452,748 shares of Class B common stock outstanding as of April 20, 2022. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to options held by the person that are currently exercisable, or would become exercisable or vest based on service-based vesting conditions within 60 days of April 20, 2022. However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o UiPath, Inc., 452 5th Avenue, 22nd Floor, New York, New York 10018.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of UiPath, Inc. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based on a review of the copies of such reports filed on the SEC’s EDGAR system and written representations that no other reports were required, during the fiscal year ended January 31, 2022, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with except that (i) one late Form 4 for Daniel Dines, our Chief Executive Officer, Co-Founder and Chairman, with respect to one transaction on November 12, 2021, filed on November 18, 2021; (ii) one late Form 4 for Ashim Gupta, our Chief Financial Officer, with respect to one transaction on December 10, 2021, filed on December 22, 2021; (iii) one late Form 4 for Brad Brubaker, our General Counsel and Chief Legal Officer, with respect to one transaction on December 10, 2021, filed on December 22, 2021; and (iv) one late Form 4 for Ted Kummert, our EVP, Product and Engineering, with respect to one transaction on December 10, 2021, filed on December 22, 2021.

Certain Related Person Transactions

The following is a summary of transactions since February 1, 2021 to which we were a participant or will be a participant, in which:

Aircraft Use

Participation in Our Initial Public Offering

(1) The entities affiliated with Accel beneficially own more than 5% of our outstanding capital stock. Richard P. Wong and Philippe Botteri, each a member of our board of directors, is a Managing Partner and Partner of Accel, respectively.

(2) The entities affiliated with Earlybird Management S.A. beneficially owned more than 5% of our outstanding capital stock at the time of the offering.

(3) CapitalG II LP and its affiliated entities collectively beneficially owned more than 5% of our outstanding capital stock at the time of the offering. Laela Sturdy, a member of our board of directors, is a General Partner at CapitalG II LP.

(4) Mr. Mendoza resigned from our board of directors in June 2021.

All of these shares were sold to the public at the public offering price of $56.00 per share, and the selling stockholders paid all applicable per share underwriting fees and commissions to the underwriters. We received no proceeds from the sale of these shares by the selling stockholders.

Policies and Procedures for Transactions with Related Persons

We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our board of directors or our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest, must be presented to our board of directors or our audit committee for review, consideration, and approval. In approving or rejecting any such proposal, our board of directors or our audit committee is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

The board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.