8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2022

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PagerDuty, Inc.

(Exact name of Registrant as Specified in Its Charter)

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(844) 800-3889

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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:

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 9, 2022, the Board of Directors (the “Board”) of PagerDuty, Inc. (the “Company”) elected William E. Losch to serve as a director of the Company, until his successor is elected and qualified, or sooner in the event of his death, resignation or removal. Mr. Losch joins the class of directors whose term expires at the Company’s 2023 annual meeting of stockholders. Mr. Losch has also been appointed to serve on the Company’s Audit Committee.

Mr. Losch, age 61, served as the Chief Financial Officer of Okta, Inc., an identity management platform for enterprises, from June 2013 until his retirement in March 2021. From June 2007 to June 2013, he served as the Chief Financial Officer at MobiTV, Inc., a technology platform provider of multiscreen video delivery services. From October 2004 to May 2007, he served as the Chief Accounting Officer at DreamWorks Animation, SKG, Inc., an animation company. From March 1998 to July 2003, he served in various finance positions, most recently as Vice President of Finance and Chief Accounting Officer, at Yahoo! Inc., an internet company. Mr. Losch holds a B.A. in Economics from the University of California, Los Angeles.

The Board has determined that Mr. Losch is “independent” in accordance with the rules and standards of the New York Stock Exchange, the Securities and Exchange Commission, and the Company’s corporate governance guidelines. Mr. Losch does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. Losch and any other person pursuant to which he was selected as a director.

Mr. Losch will be entitled to receive compensation in accordance with the Company’s Non-Employee Director Compensation Policy, a copy of which is attached as Exhibit 10.12 to the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 17, 2022. Mr. Losch will also enter into the Company’s standard form of indemnification agreement.

Mr. Losch’s election to the Board is included in the press release attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is provided as part of this report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

PagerDuty Appoints Bill Losch to Board of Directors

Former Okta CFO Brings Expertise in Driving High-Growth Operational Excellence as PagerDuty Expands BOD

SAN FRANCISCO - August 11, 2022 - PagerDuty (NYSE: PD), a leader in digital operations management, today announced the appointment of Bill Losch to the company’s Board of Directors. Losch, whose most recent operational role was as Chief Financial Officer (CFO) of Okta, brings more than three decades of successful experience providing financial and operational leadership for high-performing SaaS companies.

“As we work to sustain PagerDuty’s high-growth momentum through delivering on our mission to transform critical work, Bill Losch’s success in building transformative, durable, market leading companies, by scaling both organic and inorganic growth efficiently, will serve us well,” said PagerDuty Chairperson and CEO Jennifer Tejada. “Bill’s financial expertise, his deep enterprise background and his understanding of security and devops are a great complement to our board, and I look forward to working with him as we build upon the trust customers place in us to revolutionize operations with PagerDuty’s Operations Cloud.”

Losch is currently an advisor to Okta, where he served as CFO from 2013 through March 2021. In addition to leading the company through its IPO in 2017, Losch was instrumental in the company’s market capitalization growth, and acceleration of customer acquisition during his tenure. Losch led scaling efforts at the enterprise identity management platform as Okta completed multiple high-profile acquisitions during his time as CFO. Prior to his role at Okta, he served as Chief Financial Officer at MobiTV, Inc, Chief Accounting Officer at DreamWorks Animation, and in various positions at Yahoo! Inc. Losch also brings extensive board experience, currently serving on the boards of Druva, Inc, a cloud data protection and management company, as well as Onfido, an identity verification and authentication provider. He will join the PagerDuty Audit Committee, led by Committee Chair Elena Gomez.

“PagerDuty pioneered the category of digital operations management, and now they’re doing it again with their vision for the Operations Cloud – a transformative platform that empowers teams to proactively predict, manage, and automate the mission-critical interrupt work that defines the modern economy,” added Losch. “I look forward to joining Jennifer, the Board, and the PagerDuty executive team as they continue to grow, drive profitability, and innovate effectively in a high-security environment.”

About PagerDuty, Inc.

PagerDuty, Inc. (NYSE:PD) is a leader in digital operations management. In an always-on world, organizations of all sizes trust PagerDuty to help them deliver a better digital experience to their customers, every time. Teams use PagerDuty to identify issues and opportunities in real time and bring together the right people to fix problems faster and prevent them in the future. Notable customers include Cisco, DocuSign, Doordash, Electronic Arts, Genentech, Shopify, Zoom and more. To learn more and try PagerDuty for free, visit www.pagerduty.com. Follow our blog and connect with us on Twitter, LinkedIn, YouTube and Facebook. We’re also hiring. Visit https://www.pagerduty.com/careers/ to learn more.

Media Contact:

Claude Shy III

media@pagerduty.com