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2.	To hold an advisory vote on named executive officer compensation.

3.	To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

4.	To transact any other business properly brought before the meeting or any adjournment thereof.

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•	Proposal No. 1. Election of the three (3) members of the Board of Directors identified in Proposal No. 1 to serve as Class II directors until the Company’s 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

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Proposal No. 2. Advisory Vote on Named Executive Officer Compensation. The Board of Directors is holding a non-binding, advisory vote on the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis” section, executive compensation tables and accompanying narrative disclosures contained in this Proxy Statement. This vote is non-binding and advisory in nature, but the Compensation Committee and the Board of Directors will take into account the outcome of the vote when considering future executive compensation arrangements,

•	Proposal No. 3. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

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•	To vote using the proxy card, request a proxy card from us by email at ir@five9.com, and complete, date and sign the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

•	To vote on the Internet, please follow the instructions provided on your proxy card or the Notice.

•	To vote by telephone, please follow the instructions provided on your proxy card or the Notice.

•	To vote at the Annual Meeting, attend the Annual Meeting online and follow the instructions posted at www.virtualshareholdermeeting.com/FIVN2019.

•	“For all” with respect to the election of the three nominees for director,

•	“For” the approval of the compensation of our named executive officers, as disclosed in this proxy statement, and

•	“For” the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2019.

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•	You may submit another properly completed proxy card with a later date.

•	You may vote again on a later date over the Internet or by telephone as set forth on the Notice.

•	You may send a written notice that you are revoking your proxy to the Secretary of the Company at Five9, Inc., Bishop Ranch 8, 4000 Executive Parkway, Suite 400, San Ramon, CA 94583.

•	You may attend the virtual Annual Meeting and vote online by following the instructions posted at www.virtualshareholdermeeting.com/FIVN2019. Simply logging into the Annual Meeting will not, by itself, revoke your proxy or prior vote.

•	You may submit new voting instructions to your broker, trustee or nominee.

•	If you have obtained a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares, by attending the virtual Annual Meeting and following the instructions posted at www.virtualshareholdermeeting.com/FIVN2019.

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•	Proposal No. 1. “For all” with respect to the nominees to the Board of Directors.

•	Proposal No. 2. “For” the approval of the compensation of our named executive officers as disclosed in this proxy statement.

•	Proposal No. 3. “For” the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

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•	appointing, approving the compensation of and assessing the qualifications and independence of our independent registered public accounting firm;

•	pre-approving audit, review and attest services and fees and permissible non-audit services and fees from our independent registered public accounting firm;

•	reviewing annually a report by the independent registered public accounting firm regarding the independent registered public accounting firm’s internal quality control procedures and various issues relating thereto;

•	coordinating the oversight and reviewing the adequacy of our disclosure controls and procedures and internal control over financial reporting with both management and the independent registered public accounting firm;

•	reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly consolidated financial statements and related disclosures;

•	approving the appointment of the head of our internal audit function and overseeing and assessing the performance of the internal audit function;

•	periodically reviewing legal compliance matters, significant accounting and other financial risks or exposures to our company and reviewing and, if appropriate, approving all transactions between our company or its subsidiaries and any related party (as described in Item 404 of Regulation S-K); and

•	reviewing the audit committee report required by SEC rules to be included in our annual proxy statement.

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•	reviewing and approving our executive and director compensation policies and programs;

•	reviewing and approving base salary, cash incentive compensation, equity incentive compensation and other compensation for our executive officers;

•	administering our cash-based incentive plans for our executive officers and equity based incentive plans;

•	overseeing the management continuity and succession planning process (except as otherwise within the scope of our nominating and governance committee) with respect to our officers;

•	preparing any report on executive compensation required by the applicable rules and regulations of the SEC and other regulatory bodies; and

•	managing such other matters that are delegated to our Compensation Committee by applicable law or by the Board of Directors from time to time.

•	assessing, developing and communicating with our Board of Directors concerning the appropriate criteria for nominating and appointing directors, including the size and composition of the Board of Directors, corporate governance policies, applicable listing standards, laws, rules and regulations, our nominating policy and other factors considered appropriate by our Board of Directors;

•	identifying and recommending to our Board of Directors the director nominees for annual and special meetings of our stockholders, or to fill a vacancy on the Board of Directors, in each case in accordance with the nominating policy;

•	having sole authority to retain and terminate any search firm used to identify director candidates and approve the search firm’s fees and other retention terms;

•	if and when requested by our Board of Directors, assessing and recommending to the Board of Directors the composition of each of its committees;

•	reviewing, as necessary, any executive officer’s, and in certain circumstances, any director’s request to accept a directorship position with another company;

•	developing, assessing and making recommendations to our Board of Directors concerning corporate governance matters, including appropriate revisions to our Charter, Bylaws, corporate governance policies, committee charters and nominating policy;

•	overseeing an annual evaluation of our Board of Directors, its committees and each director and management;

•	developing with management and monitoring the process of orienting new directors and continuing education for all directors; and

•	regularly reporting its activities and any recommendations to our Board of Directors.

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•	Reputation for integrity, strong moral character and adherence to high ethical standards.

•	Holds or has held a generally recognized position of leadership in his or her community and/or chosen field of endeavor, and has demonstrated high levels of accomplishment.

•	Demonstrated business acumen and experience, and ability to exercise sound business judgment and common sense in matters that relate to the current and long-term objectives of the Company.

•	Ability to read and understand basic financial statements and other financial information pertaining to the Company.

•	Commitment to understand the Company and its business, industry and strategic objectives.

•	Commitment and ability to regularly attend and participate in meetings of the Board of Directors, committees of the Board of Directors and stockholders.

•	Number of other company boards of directors on which the candidate serves and ability to generally fulfill all responsibilities as a director of the Company.

•	Willingness to represent and act in the interests of all stockholders of the Company rather than the interests of a particular group.

•	Good health, and ability to serve.

•	For prospective non-employee directors, independence under applicable SEC and stock exchange rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or legal impediment to, or restriction on, the nominee serving as a director.

•	Willingness to accept the nomination to serve as a director of the Company.

•	Whether the prospective nominee will foster a diversity of backgrounds, skills, perspectives and experiences.

•	For potential Audit Committee members, whether the nominee possesses the requisite education, training and experience to qualify as “financially literate” or as an audit committee “financial expert” or equivalent requirement under applicable SEC and stock exchange rules.

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For incumbent directors standing for re-election, the incumbent director’s performance during his or her term, including the number of meetings attended, level of participation, overall contribution to the Company, number of other company boards on which the director serves, and any changed circumstances affecting the individual director that may bear on his or her ability to continue to serve on the Board of Directors.

•	The composition of the Board of Directors and whether the prospective nominee will add to or complement the Board of Director’s existing strengths.

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•	Annual Board of Directors Service Retainer:

◦	All Non-Employee Directors: $30,000

•	Annual Chair Service Fee (in addition to the Annual Board of Directors Service Retainer):

◦	Chairman/Lead Director of the Board of Directors: $15,000

◦	Chairman of the Audit Committee: $20,000

◦	Chairman of the Compensation Committee: $10,000

◦	Chairman of the Nominating and Governance Committee: $7,500

•	Annual Committee Member (non-Chair) Service Fee (in addition to the Annual Board of Director Service Retainer):

◦	Audit Committee: $7,500

◦	Compensation Committee: $5,000

◦	Nominating and Governance Committee: $3,000

•

New Non-Employee Director RSU Grant: Under our non-employee director compensation policy, any individual who first became a non-employee director (other than as a result of an employee director transitioning to become a non-employee director), was entitled to an RSU award with an aggregate grant date fair value of $170,000, pro-rated for any partial year of service, vesting in full on the earliest to occur of (i) the first anniversary of the date of our last annual stockholders meeting immediately preceding the date of grant, (ii) immediately prior to the next succeeding annual stockholders meeting after the date of grant, and (iii) a change in control (as defined in our 2014 Plan), subject to the director’s continued service through such earliest date.

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Annual RSU Grant: Under our non-employee director compensation policy, on the date of each annual stockholder meeting, each non-employee director was granted an RSU award with an aggregate grant date fair value of $170,000 (based on the per share closing price of our common stock on the date of the annual stockholder meeting). The RSU award vests in full on the earliest to occur of (i) the first anniversary of the grant date, (ii) immediately prior to the next succeeding annual stockholders meeting after the date of grant, and (iii) a change in control (as defined in our 2014 Plan), subject to the director’s continued service through such earliest date.

(1)	Amounts represent the fees earned by or paid in cash to our non-employee directors in 2018 based on the non-employee director compensation policy set forth above.

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(2)

The aggregate grant date fair values of equity awards in this column have been calculated in accordance with ASC Topic 718. See Note 7 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of assumptions made in determining the grant date fair value of equity awards. All unvested and outstanding stock awards granted to our non-employee directors will become fully vested upon a change in control (as defined in our 2014 Plan).

(3)	As of December 31, 2018, the number of outstanding stock options and unvested RSUs held by our non-employee directors were as follows:

(4)

Effective December 2, 2017, Mr. Burkland resigned as our Chief Executive Officer and President and became our Executive Chairman. In 2018, under his Executive Chairman independent contractor agreement, he received cash compensation of $200,000 and continued healthcare benefits of $7,260 in consideration of his advice and consultation on strategic initiatives, investor relations, talent development, organizational and other matters. In February 2018, the Compensation Committee approved an RSU grant to Mr. Burkland, in consideration of the increased time commitment by Mr. Burkland in his role as the Executive Chairman, which award equated to 13,900 RSUs granted on February 26, 2018, based on the approved formula value of $360,000 divided by the average closing price of our common stock on NASDAQ for 20 trading days through and including the second trading day prior to the grant date. The aggregate fair value of the grant in accordance with ASC 718 was $415,471, using a grant date closing stock price of $29.89 per share. The RSU grant vests in four quarterly installments from the vesting commencement date. Mr. Burkland also received the standard RSU award for non-employee directors.

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(1)	Represents fees for professional services rendered for the audit of our annual financial statements, audit of the adoption of the new revenue standard, review of our quarterly financial statements and international statutory audits.

(2)	Represents fees and expenses related to the performance of the audit and review of our financial statements, including those incurred in connection with our issuance of 0.125% Convertible Senior Notes in May 2018.

(3)	Represents fees for tax compliance and consulting services performed.

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•	each person known by us to be the beneficial owner of more than 5% of any class of our voting securities;

•	our named executive officers;

•	each of our directors; and

•	all current executive officers and directors as a group.

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•	Rowan Trollope – our Chief Executive Officer

•	Barry Zwarenstein – our Chief Financial Officer and Secretary

•	James Doran – our Executive Vice President of Strategy and Operations

•	Ryan Kam – our Chief Marketing Officer

•	Scott Welch – our Executive Vice President, Cloud Operations

•	total revenue for 2018 increased 29% to a record $257.7 million, compared to $200.2 million in 2017.

•	operating cash flow for 2018 was $38.6 million, compared to operating cash flow of $11.1 million in 2017.

•	net loss decreased 98% to $(0.2) million, or $(0.00) per basic and diluted share in 2018, compared to net loss of $(9.0) million, or $(0.16) per basic and diluted share, in 2017.

•	Appointment of New Chief Executive Officer In connection with Mr. Trollope’s appointment as our Chief Executive Officer in May 2018, we entered into an employment offer letter with Mr. Trollope dated April 7,

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•	an initial annual base salary of $575,000;

•	a target annual cash bonus opportunity equal to 115% of his annual base salary; and

•

an RSU award to acquire 468,227 shares of common stock, with a grant date fair value of $14,585,271 that will vest and settle as to one-third of the shares subject to the award on the first anniversary of the vesting commencement date, June 3, 2018, with the remaining shares to vest in equal quarterly installments over the subsequent two years, subject to his continued employment as our Chief Executive Officer on each vesting date.

•	Base Salary During 2018, the Compensation Committee approved base salaries for its newly appointed executive officers including Messrs. Trollope, Kam and Doran. No continuing NEO received a base salary increase in 2018.

•	Signing Bonus During 2018, the Compensation Committee approved a signing bonus for Mr. Kam.

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Short-Term Cash Incentive Awards In February 2018, the Compensation Committee approved performance targets for 2018 that were used to determine the amount of cash bonus awards that could be earned on a quarterly basis by our NEOs. Consistent with 2017, performance targets with respect to revenue and Adjusted EBITDA were established to focus our NEOs on key quarterly company financial goals contained in our annual operating plan, as well as individual performance objectives (other than Mr. Zwarenstein, during the time that he served in the additional position of Interim Chief Executive Officer, and Mr. Trollope, whose bonuses were determined solely based on our Company financial goals). We exceeded the target levels established for our Company financial goals in each quarter in 2018 and, after taking into account achievement of each NEO’s met individual performance objectives, the NEOs received an average payout of 118% of each NEO’s target bonus opportunity.

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Equity Awards In 2018, the Compensation Committee continued its practice of granting annual equity awards in the form of service-based stock options and/or restricted stock unit awards to our incumbent NEOs. In addition, our newly appointed executive officers Messrs. Trollope, Kam and Doran, each received new hire equity awards. In April 2018, the Compensation Committee approved an RSU award with a target dollar value equal to $14.0 million for Mr. Trollope. In September 2018, the Compensation Committee approved an RSU award with a target dollar value equal to $1.2 million and a stock option award with a target dollar value equal to $1.2 million for Mr. Kam. In November 2018, the Compensation Committee approved an RSU award with a target dollar value equal to $1.3 million and a stock option award with a target dollar value equal to $1.3 million for Mr. Doran.

•	Independent Compensation Committee The Compensation Committee is comprised solely of independent directors.

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•	Independent Compensation Committee Advisor The Compensation Committee engaged its own compensation consultant to assist with its 2018 compensation reviews and determinations. This consultant performed no consulting or other services for us.

•	Annual Executive Compensation Review The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on us.

•	Executive Compensation Policies and Practices Our compensation philosophy and related corporate governance policies and practices are complemented by several specific compensation practices that are designed to align our executive compensation with long-term stockholder interests, including the following:

•	Compensation At-Risk Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on corporate performance, as well as equity-based to align the interests of our executive officers and stockholders.

•	Limited Perquisites We provide limited perquisites and other personal benefits to our executive officers including (i) reimbursement of ground transportation expenses to and from our corporate office to our Chief Executive Officer and (ii) standard relocation benefits.

•	No Tax Reimbursements We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits.

•	No Special Health or Welfare Benefits Our NEOs participate in broad-based company-sponsored health and welfare benefit programs on the same basis as our other full-time, salaried employees.

•	No Post-Employment Tax Reimbursements We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits.

•	“Double-Trigger” Change in Control Arrangements All change in control payments and benefits for our current executive officers are based on a “double-trigger” arrangement (that is, they require both a change in control plus a qualifying termination of employment before payments and benefits are paid).

•	Minimum Share Ownership Our board members and executive officers, including our NEOs, are subject to stock ownership guidelines as described below.

•	Hedging and Pledging Prohibited We prohibit our employees and directors, including our NEOs, from engaging in transactions that are of a speculative nature, including entering into any short sales, put option contracts, transaction in straddles or similar arrangements based on our securities. We also prohibit our employees, including our NEOs, from pledging our securities.

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•	base salaries at levels that we believe allow us to attract and retain key executive officers;

•	quarterly cash incentive compensation opportunities tied to the achievement of pre-established quarterly performance goals related to important financial objectives set forth in our annual operating plan;

•	long-term incentive compensation using a mix of stock options and restricted stock unit awards, to align the interests of our executive officers with those of our stockholders and to promote our performance and retention objectives; and

•	limited post-employment compensation arrangements payable on an involuntary termination of employment.

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•	reviewed and recommended updates to our compensation peer group;

•	reviewed and provided competitive market data on executive officer and non-employee director cash and equity compensation for our 2018 compensation determinations;

•	reviewed and provided competitive market data on the compensation arrangements for a new Chief Executive Officer;

•	reviewed and provided recommendations on an equity strategy and the development of equity grant guidelines; and

•	reviewed and provided comments on the Compensation Discussion & Analysis section of our Proxy Statement for 2018.

•	similar revenue size - ~0.5x to ~2.0x our last four quarter revenue of approximately $171 million as of the first quarter of 2017 (approximately $85 million to approximately $342 million);

•	similar market capitalization - ~0.3x to ~3.0x our market capitalization of approximately $1.2 billion as of July 13, 2017 (approximately $427 million to approximately $2.7 billion);

•	Industry - SaaS companies;

•	executive positions similar in breadth, complexity, and/or scope of responsibility; and

•	competitors for executive talent.

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•	similar revenue size - ~0.5x to ~2.0x our last four quarter revenue of approximately $212 million as of the first quarter of 2018 (approximately $100 million to approximately $425 million);

•	similar market capitalization - ~0.3x to ~3.0x our market capitalization of approximately $2.1 billion as of July 16, 2018 (approximately $1.1 billion to approximately $5.9 billion);

•	Industry - SaaS companies;

•	executive positions similar in breadth, complexity, and/or scope of responsibility; and

•	competitors for executive talent.

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(1)	Mr. Trollope joined us on May 3, 2018.

(2)	Mr. Doran joined us on November 19, 2018.

(3)	Mr. Kam joined us on October 19, 2018.

(1)	The financial performance component was based upon our achievement of pre-established revenue and Adjusted EBITDA targets with the revenue performance measure weighted 80% and the Adjusted EBITDA performance measure weighted 20%.

(2)	Individual performance was based on the achievement of individual objectives consistent with the key strategic goals established by the Board. Until the appointment of Mr. Trollope in May 2018, Mr. Zwarenstein’s target bonus opportunity was based solely on the Company financial performance component.

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(1)	Mr. Trollope joined us on May 3, 2018, accordingly his target bonus opportunity for 2018 was prorated for the period from May 3, 2018 through December 31, 2018. Therefore, his target bonus opportunity for the full year was approximately $437,160.

(2)	Mr. Doran joined us on November 19, 2018, accordingly his target bonus opportunity for 2018 was prorated for the period from November 19, 2018 through December 31, 2018. Therefore, his target bonus opportunity for the full year was approximately $24,110.

(3)	Mr. Kam joined us on October 19, 2018, accordingly his target bonus opportunity for 2018 was prorated for the period from October 19, 2018 through December 31, 2018. Therefore, his target bonus opportunity for the full year was approximately $35,349.

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(1)	The Board had established our 2018 targets for revenue and Adjusted EBITDA prior to our adoption of the new accounting guidance for revenue under Accounting Standard Codification 606 - Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018.

(1)	The achievement percentage for Messrs. Trollope, Doran and Kam are based on their prorated 2018 target bonus amounts of $437,160, $24,110 and $35,349, as described above.

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(1)

Consists of an RSU award with a grant date fair value of approximately $14.6 million granted in connection with Mr. Trollope’s appointment as our Chief Executive Officer effective May 3, 2018. This RSU award vests over three years from June 3, 2018, the vesting commencement date, with one-third of the shares subject to the award vesting on the first anniversary of the vesting commencement date, and 1/12th of the shares subject to the award vesting every three months thereafter, subject to Mr. Trollope’s continued employment on each applicable vesting date.

(2)

Consists of a stock option award and an RSU award with a grant date fair value of approximately $1.4 million and $1.4 million, respectively, granted in connection with Mr. Doran’s appointment as our Executive Vice President of Strategy and Operations effective November 19, 2018. This stock option vests over four years from November 19, 2018, the vesting commencement date, with one-fourth of the shares subject to the award vesting on the first anniversary of the vesting commencement date, and 1/48th of the shares subject to the award vesting every month thereafter, subject to Mr. Doran’s continued employment on each applicable vesting date. This RSU award vests over four years from December 3, 2018, the vesting commencement date, with one-fourth of the shares subject to the award vesting on the first anniversary of the vesting commencement date, and 1/16th of the shares subject to the award vesting every three months thereafter, subject to Mr. Doran’s continued employment on each applicable vesting date.

(3)

Consists of a stock option award and an RSU award with a grant date fair value of approximately $1.3 million and $1.2 million, respectively, granted in connection with Mr. Kam’s appointment as our Chief Marketing Officer effective October 19, 2018. This stock option vests over four years from October 19, 2018, the vesting commencement date, with one-fourth of the shares subject to the award vesting on the first anniversary of the vesting commencement date, and 1/48th of the shares subject to the award vesting every month thereafter, subject to Mr. Kam’s continued employment on each applicable vesting date. This RSU award vests over four years from December 3, 2018, the vesting commencement date, with one-fourth of the shares subject to the award vesting on

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•	the compensation program includes a reasonable mix of cash, short-term incentive and equity compensation, with the vesting of equity compensation tied to multi-year time periods;

•	the performance goals for the 2018 Bonus Program are generally based on a mix of corporate goals and individual performance, with payouts capped if the corporate goals are achieved below a certain threshold; and

•	we have formal policies in place for equity administration, insider trading, hedging and pledging and we annually review succession plans for key executives.

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(1)	Mr. Trollope, Mr. Doran and Mr. Kam first became named executive officers in 2018.

(2)	The amount reported in this column represents a signing bonus paid to Mr. Kam.

(3)

The aggregate grant date fair value of equity awards in this column has been calculated in accordance with FASB ASC Topic 718. See Note 7 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of assumptions made in determining the grant date fair value of equity awards. These amounts do not correspond to the actual value, if any, that our NEOs will recognize from these awards. Our NEOs will only realize compensation from these awards to the extent they meet the vesting requirements under the awards.

(4)

The amounts reported in this column represent amounts earned under our 2018, 2017 and 2016 Bonus Programs based on the achievement of company and individual performance goals. As discussed in the section above entitled “Compensation Discussion and Analysis - Key Elements of Our 2018 Executive Compensation Program,” the target annual bonus opportunities for Messrs. Trollope, Zwarenstein, Doran, Kam and Welch, as of the end of 2018 were 115%, 75%, 65%, 60% and 50% of each NEO’s annual base salary, respectively.

(5)	The amounts reported for 2018 represent disability insurance paid by us for the named executive officers. The 2018 amount for Mr. Trollope also includes contribution to health savings account of $1,680 paid by us and a reimbursement of $19,612 for expenses for a car service that provides ground/commuting transportation.

(1)

These columns set forth the target and maximum annual bonus amounts under our 2018 Bonus Program for each NEO. We do not establish threshold annual bonus amounts for each individual NEO. Refer to “Key Elements of Our 2018 Executive Compensation Program” section above for more detail. The target annual bonuses for Mr. Trollope, Mr. Doran and. Mr. Kam were prorated based on the period from May 3, 2018, November 19, 2018 and October 19, 2018, their respective date of joining us, through December 31, 2018.

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(2)

Amounts reflect the grant date fair value of equity awards granted in 2018 in accordance with FASB ASC Topic 718. For information regarding assumptions underlying the value of equity awards, see Note 7 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of assumptions made in determining the grant date fair value of equity awards. These amounts do not correspond to the actual value, if any, that the NEOs will recognize from these awards. Our NEOs will only realize compensation from these awards to the extent they meet the vesting requirements under the awards.

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(1)	Amount represents the excess of the fair market value of the shares at the time of the exercise over the exercise price of the stock options multiplied by the number of shares exercised.

(2)	Amount is determined based on the closing market price of our common stock on the vesting date of such shares multiplied by the number of shares vested.

•	a lump sum cash payment equal to 12 months (in the case of Mr. Trollope), or a lump sum cash payment equal to 9 months (in the case of Mr. Zwarenstein), or 6 months (in the case of Messrs. Doran, Kam and Welch) of his then-current base salary, and

•	either payment of the premiums for his continued post-termination health insurance coverage, or continued coverage under our health insurance plans for up to 12 months (in the case of Mr. Trollope), or up to 9 months (in the case of Mr. Zwarenstein), or 6 months (in the case of Messrs. Doran, Kam and Welch).

•	a lump sum cash payment equal to 18 months (in the case of Mr. Trollope), or a lump sum cash payment equal to 15 months (in the case of Mr. Zwarenstein), or 12 months (in the case of Messrs. Doran, Kam and Welch) of his then-current base salary and his target annual bonus opportunity,

•	either payment of the premiums for his continued post-termination health insurance coverage for up to 18 months (in the case of Mr. Trollope), or up to 15 months (in the case of Mr. Zwarenstein), or 12 months (in the case of Messrs. Doran, Kam and Welch), and

•	full accelerated vesting of his then-outstanding and unvested equity awards.

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(1)	Mr. Trollope is also entitled to the same benefits in the event of a constructive termination of employment.

(2)	In the event that Mr. Trollope is terminated without cause or incurs a constructive termination prior to June 3, 2019, his RSUs will become vested through his termination date as if the RSUs had been subject to quarterly vesting.

(3)

Amount represents the aggregate intrinsic value of the equity awards to vest upon either an involuntary termination without cause or a termination due to a constructive termination, each in connection with a change in control, which was calculated based on the closing market price of $43.72 per share of our common stock at December 31, 2018, the last trading day of 2018. In addition, if a successor entity refused to assume or replace each NEO’s outstanding equity awards at the time of the change in control, all such outstanding awards would become fully vested as of immediately prior to the closing of the change in control under the terms of our 2014 Plan, in these same amounts, regardless of whether the NEO experiences a termination event.

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•	The median of the annual total compensation of all our employees was $128,120;

•	The annual total compensation of our Chief Executive Officer, Mr. Trollope, was $16,014,798;

•	The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our employees was 125 to 1.

•	We selected December 31, 2018, the last day of our 2018 fiscal year, as the determination date for purposes of identifying our median employee.

•	We selected our median employee based on 990 full-time and part-time employees who were employed as of the determination date.

•	We selected our median employee using a compensation measure that consists of cash compensation earned during 2018 (base salary, hourly wages and quarterly and annual incentive compensation) and the grant date fair value of equity awards granted in 2018.

•	We did not rely on the data privacy or de minimis exceptions allowed by SEC rules, nor did we use any cost-of-living adjustment.

•	We converted amounts paid to employees in foreign currencies to U.S. dollars using foreign exchange rates in effect as of December 31, 2018.

•	All employees except for our Chief Executive Officer were ranked from lowest to highest with the median determined from this list.

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(1)	Includes 3,122,168 shares underlying stock options and 2,325,315 shares underlying RSUs.

(2)	The weighted-average exercise price does not take into account shares issuable upon the vesting of outstanding RSUs, which have no exercise price.

(3)

Includes 8,442,937 shares of Common Stock reserved for issuance under the 2014 Plan and 1,690,919 shares of Common Stock reserved for issuance under the ESPP. The 2014 Plan provides for an annual automatic increase to the shares reserved for issuance in an amount equal to 5% of the total number of shares outstanding on December 31st of the preceding calendar year or a lesser number as determined by our Board of Directors continuing through 2024. Pursuant to the automatic annual increase, 2,960,524 additional shares were reserved under the 2014 Plan on January 1, 2019. The ESPP also provides for an automatic increase to the shares reserved for issuance, continuing through January 1, 2024, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year; (ii) 1,000,000 shares of common stock (subject to adjustment to reflect any split or combination of our common stock); or (iii) such lesser number as determined by our Board of Directors. Pursuant to the automatic annual increase, 592,104 additional shares were reserved under the ESPP on January 1, 2019.

•	we have been or are to be a participant;

•	the amount involved exceeds $120,000; and

•	any of our directors, executive officers or holders of more than 5% of our common stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

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