DEF 14A

DEF 14A 1 d156366ddef14a.htm DEF 14A DEF 14A

LOGO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐		Preliminary Proxy Statement

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

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

Anaplan, Inc.

(Name of Registrant as Specified In Its Charter)

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

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LOGO

Anaplan, Inc.

50 Hawthorne Street

San Francisco, California 94105

April 21, 2021

Dear Anaplan Stockholder:

I am pleased to invite you to attend the 2021 Annual Meeting of Stockholders of Anaplan, Inc. (the “2021 Annual Meeting”) to be held virtually via live webcast at www.virtualshareholdermeeting.com/PLAN2021 at 8:00 a.m. Pacific Time on Wednesday, June 2, 2021.

Our 2021 Annual Meeting will be held in a virtual meeting format only, via live webcast. You will not be able to attend our 2021 Annual Meeting in-person. You will be able to vote your shares and submit your questions at the virtual meeting.

Details regarding virtual admission to the 2021 Annual Meeting and the business to be conducted at the meeting can be found in the Notice of 2021 Annual Meeting of Stockholders and the Proxy Statement accompanying this letter.

Your vote is important. Whether or not you plan to attend the virtual meeting, please submit your proxy as soon as possible so that your shares may be represented at the 2021 Annual Meeting.

On behalf of the Board of Directors of Anaplan, Inc., I thank you for your continued support.

Sincerely,

LOGO

Frank Calderoni

Chairman and Chief Executive Officer

YOUR VOTE IS IMPORTANT

This Proxy Statement and our 2021 Annual Report on Form 10-K can be accessed directly at www.proxyvote.com using the control number located on the Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The Notice of Internet Availability of Proxy Materials also contains instructions on how to vote online and includes instructions on how to request a paper copy of the proxy materials. Whether or not you plan to attend the meeting, please ensure that your shares are voted at the 2021 Annual Meeting by signing and returning a proxy card or by using our internet or telephonic voting system.

ANAPLAN, INC.

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2021

The 2021 Annual Meeting of Stockholders of Anaplan, Inc. will be held on Wednesday, June 2, 2021, at 8:00 a.m. Pacific Time, virtually only via live webcast at www.virtualshareholdermeeting.com/PLAN2021.

The purpose of the 2021 Annual Meeting is:

•

To elect three Class III directors, David Conte, Suresh Vasudevan, and Yvonne Wassenaar, to hold office until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified or subject to their earlier death, disqualification, resignation or removal; and

•

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022; and

•

To conduct a non-binding advisory vote on the compensation of our Named Executive Officers; and

•

To transact any other business that is properly presented at the 2021 Annual Meeting (including adjournments, continuations and postponements thereof).

Our Board of Directors recommends that you vote your shares:

•

“FOR” the election of the Class III director nominees as described in Proposal One; and

•

“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022, as described in Proposal Two; and

•

“FOR” the approval, on an advisory basis, of the compensation of our Named Executive Officers as described in Proposal Three.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 2, 2021

We will furnish Proxy Materials over the internet instead of mailing printed copies of those materials to each stockholder in accordance with the U.S. Securities and Exchange Commission (the “SEC”) rule that allows companies to do so. On or about April 21, 2021, we expect to send our stockholders the Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our Proxy Statement (“Proxy Statement”) for our fiscal year ended January 31, 2021 (“Fiscal 2021”), the proxy card and our Annual Report on Form 10-K for Fiscal 2021 (collectively, the “Proxy Materials”).

The Notice provides instructions on how to vote online and includes instructions on how to receive a paper copy of the Proxy Materials by mail. Our Proxy Materials can be accessed directly at www.proxyvote.com using the control number located on your Notice, on your proxy card or in the instructions that accompanied your Proxy Materials. Only stockholders of record as of the close of business on April 5, 2021 are entitled to receive notice of and to vote at the 2021 Annual Meeting. Please provide your proxy even if you plan on attending the meeting. Instructions on how to vote your proxy are set forth in the accompanying Proxy Statement.

By order of the Board of Directors,

LOGO

Gary Spiegel

Senior Vice President, General Counsel and Corporate Secretary

San Francisco, California

April 21, 2021


Table of Contents



Summary Information			1

General Information			5

Proposal One–Election of Directors			10

Diverse and Highly Qualified Board			11

Qualifications of Director Nominees			12

Qualifications of Continuing Directors			14

Corporate Governance			17

Corporate Governance Guidelines			17

Role of the Board			17

Board Risk Oversight			17

Board Leadership Structure			17

Board Composition			18

Board, Committee and Annual Meeting Attendance			19

Committees of the Board			19

Director Independence			21

Board Evaluation			21

Board Diversity			21

Board Qualifications and Refreshment			21

Code of Conduct and Ethics			22

Insider Trading Compliance Policy & Other Restrictions			22

Compensation Committee Interlocks & Insider Participation			22

Board Advisors			22

Communication with Directors			22

Environmental, Social and Governance			23

Diversity, Inclusion & Belonging			23

Human Capital Management & Employee Well-Being			24

Community Engagement			25

Board Oversight			25

Ethics, Integrity, Responsible Conduct			26

Information Security and Privacy			26

Environmental Sustainability			27

Compensation of Directors			28

Director Compensation Program			28

Security Ownership of Certain Beneficial Owners and Management			31

Certain Relationships and Related Transactions			33

Delinquent Section 16(a) Reports			33

Executive Officers			34



Compensation Discussion and Analysis			36

Company Highlights for Fiscal 2021			36

Executive Compensation Decisions for Fiscal 2021			36

Introduced Performance Equity Incentive Awards for Fiscal 2022			37

Stockholder Engagement			37

Our Executive Compensation Philosophy			38

Compensation and Governance Practices and Policies			39

Components of our Executive Compensation Programs			42

Health and Welfare Benefits			46

Perquisites and Other Personal Benefits			46

Employment Agreements			46

Other Company Policies & Compensation Considerations			46

Severance and Change-in-Control Arrangements			47

Compensation of Named Executive Officers			49

Summary Compensation Table			49

Fiscal 2021 Grants of Plan-Based Awards Table			50

Outstanding Equity Awards at Fiscal 2021 Table			51

Fiscal 2021 Option Exercises and Stock Vested Table			53

Severance and Change-in-Control Benefits			53

CEO Pay Ratio Disclosure			56

Report of the Compensation Committee of the Board of Directors			57

Proposal Two–Ratification of the Appointment of KPMG LLP			58

Report of the Audit Committee of the Board of Directors			59

Fees Paid to Independent Auditors			60

Pre-Approval of Services by Independent Auditors			60

Proposal Three–Non-Binding Advisory Vote on Our Named Executive Officers’ Compensation			61

Equity Compensation Plan Information			62

Additional Information			62

Stockholder Proposals & Nominations			62

Incorporation by Reference			62

Annual Report			63

Householding			64

Summary Information

SUMMARY INFORMATION

This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about the topics summarized below, please review our Annual Report on Form 10-K and the entire Proxy Statement.

2021 Annual Meeting of Stockholders


		Date and Time:		Wednesday, June 2, 2021, at 8:00 a.m. Pacific Time
		Place:		Virtually only via live webcast at www.virtualshareholdermeeting.com/PLAN2021
		Record Date:		April 5, 2021
		Voting:		Stockholders as of close of business on April 5, 2021 (the “Record Date”) are entitled to vote on the proxy proposals. Each share of common stock is entitled to one vote for each of the proposals.
		Attendance:		All stockholders as of the close of business on the Record Date may virtually attend the 2021 Annual Meeting. You can attend, participate and vote at the meeting even if you have completed and submitted a form of proxy. If you are unable to vote online or by telephone prior to the meeting, you or your nominated proxy must virtually attend the 2021 Annual Meeting in order for your votes to be cast.
		Proxy Materials:		The Proxy Materials were first made available to stockholders on or about April 21, 2021.

Proposals, Voting Recommendations and Vote Required

Our Board of Directors (the “Board”) recommends that you vote FOR each of the proposals that will be submitted to stockholders at the 2021 Annual Meeting:

Proposals:

Votes required

for approval:

Board <

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SEC Form DEF 14A filed by Anaplan, Inc.