Document

DEF 14A 1 smar2023proxystatement.htm DEF 14A Document

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 ☐

Check the appropriate box:


☐						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

Smartsheet Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Smartsheet Inc.

500 108th Ave NE, Suite 200

Bellevue, Washington 98004

May 3, 2023

Dear Smartsheet Shareholder:

You are cordially invited to attend the Smartsheet Inc. 2023 annual meeting of shareholders on June 16, 2023 at 10:00 a.m. (Pacific Time), which will be held virtually at https://web.lumiagm.com/273914518. We believe that a virtual shareholder meeting provides greater access to those who may want to attend, and therefore we have chosen this format rather than an in-person meeting. This approach also lowers costs and enables participation from our global community.

Our board of directors has fixed the close of business on April 20, 2023 as the record date for determining those shareholders of our Class A common stock entitled to notice of, and to vote at, the 2023 annual meeting of shareholders and any adjournments or postponements thereof.

The Notice of Annual Meeting and Proxy Statement, both of which accompany this letter, provide details on the matters to be acted upon at the annual meeting. Our board of directors has provided a recommendation for each of the proposals described in the Proxy Statement.

Your vote is very important. Whether or not you expect to attend the annual meeting, we encourage you to cast your ballot as soon as possible through one of the methods outlined in the Proxy Statement.

On behalf of our board of directors, we thank you for your continued investment in Smartsheet Inc.

Sincerely,



Michael Gregoire						Mark P. Mader
Chair of the Board						President, Chief Executive Officer, and Director

Smartsheet Inc.

500 108th Ave NE, Suite 200

Bellevue, Washington 98004

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 16, 2023

The 2023 Annual Meeting of Shareholders of Smartsheet Inc. (the “Annual Meeting”) will be held on June 16, 2023 at 10:00 a.m. (Pacific Time). We believe that a virtual shareholder meeting provides greater access to those who may want to attend, and therefore we have chosen this format rather than an in-person meeting. This approach also lowers costs and enables participation from our global community. However, the selection of a virtual meeting for this Annual Meeting does not preclude us from selecting other meeting formats in future years. To participate, vote, or submit questions during the Annual Meeting, please visit https://web.lumiagm.com/273914518. Our Annual Meeting is being held for the following purposes:

•to elect three Class II directors nominated by our board of directors to serve until the 2026 annual meeting of shareholders, or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal;

•to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024;

•to conduct an advisory non-binding vote to approve the compensation of our named executive officers; and

•to transact such other business as may properly come before the Annual Meeting.

Only shareholders of record of our Class A common stock at the close of business on April 20, 2023 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

In accordance with the U.S. Securities and Exchange Commission rules, we sent a Notice of Internet Availability of Proxy Materials on or about May 3, 2023, and we provided access to our proxy materials over the Internet at https://investors.smartsheet.com to the holders of record of our Class A common stock as of the close of business on the Record Date. A list of shareholders entitled to vote at the Annual Meeting will be available at our principal executive offices 10 days prior to the Annual Meeting. If you would like to view the shareholder list, please contact our Investor Relations Department at investorrelations@smartsheet.com. This list will also be available at the Annual Meeting.

Holders of our Class A common stock and persons holding proxies from such shareholders may attend the Annual Meeting. If your shares are registered in your name, you must provide evidence of identification to attend the Annual Meeting. If your shares are held in the name of a broker, trust, bank, or other nominee, you must bring a proxy from that broker, trust, bank, or other nominee that confirms you are the beneficial owner of those shares.

By order of the Board of Directors,

Jolene Marshall

Chief Legal Officer and Secretary

Bellevue, Washington, USA

May 3, 2023

YOUR VOTE IS IMPORTANT

All shareholders are cordially invited to virtually attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the Internet, by telephone, or, if you received a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing, and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote if you virtually attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote during the Annual Meeting, then you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may revoke your proxy automatically by (i) voting online at the Annual Meeting, or (ii) delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.

We strongly recommend that you vote your shares in advance of the Annual Meeting to ensure your shares are represented, even if you plan to attend the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON FRIDAY, JUNE 16, 2023: THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT HTTPS://INVESTORS.SMARTSHEET.COM

TABLE OF CONTENTS


Item						Page
GENERAL INFORMATION CONCERNING THE PROXY STATEMENT, PROXIES, AND VOTING AT THE ANNUAL MEETING						1
CORPORATE GOVERNANCE						7
Director Independence						8
Committees of the Board of Directors						8
Board Leadership Structure						11
Board Qualifications and Director Nominations						11
Board Diversity						11
Risk Oversight						12
S hareholder E ngagement						13
PROPOSAL 1: ELECTION OF DIRECTORS						15
Director Nominees						16
Continuing Directors						17
NON-EMPLOYEE DIRECTOR COMPENSATION						20
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						23
PROPOSAL 3: ADVISORY NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS						24
AUDIT COMMITTEE REPORT						25
EXECUTIVE OFFICERS						26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS						28
EXECUTIVE COMPENSATION						30
Compensation Discussion & Analysis						30
Elements of Executive Compensation Program						37
Compensation Committee Report						50
Compensation Tables						52
CEO Pay Ratio Disclosure						58
PAY VERSUS PERFORMANCE						59
EQUITY COMPENSATION PLAN INFORMATION						63
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS						64
ADDITIONAL INFORMATION						65


Total Number of Directors	10
Part I: Gender Identity	Female	Male
Directors	3	7
Part II: Demographic Background
African American or Black	1
Hispanic or Latinx	1
White		7
Other	1


Name	Member Since	Age
Geoffrey T. Barker (1)	2012	61
Matthew McIlwain(2)	2007	58
James N. White (1)(3)	2014	61


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE BOARD'S NOMINEES.


Name	Member Since	Age	Position and Class
Dr. Alissa Abdullah(1)(2)	2021	49	Director, Class III
Brent Frei(2)	2005	57	Director, Class III
Michael Gregoire(2)	2019	57	Chair of the Board, Director, Class III
Rowan Trollope(2)(3)	2020	50	Director, Class III
Elena Gomez(1)	2017	53	Director, Class I
Mark P. Mader	2006	52	Director, Class I
Magdalena Yesil(3)	2017	64	Director, Class I


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	Total ($)
Alissa Abdullah(4)	51,721	145,930	197,651
Geoffrey T. Barker(5)	65,000	145,930	210,930
Brent Frei	42,500	145,930	188,430
Elena Gomez(6)	55,000	145,930	200,930
Michael Gregoire	42,500	145,930	188,430
Matthew McIlwain	50,000	145,930	195,930
Rowan Trollope(7)	46,500	145,930	192,430
James N. White	49,000	145,930	194,930
Magdalena Yesil(8)	53,000	145,930	198,930


Position						Annual Cash Retainer ($)
Board Member						35,000
Lead Independent Director or non-executive Chair of the Board						20,000
Audit Committee Chair						20,000
Compensation Committee Chair						15,000
Nominating and Corporate Governance Committee Chair						8,000
Audit Committee Member (other than Chair)						10,000
Compensation Committee Member (other than Chair)						7,500
Nominating and Corporate Governance Committee Member (other than Chair)						4,000


	Fiscal Year Ended
	2023		2022
Audit Fees(1)	$	2,123	$	1,803
Audit-related Fees	—		—
Tax Fees(2)	347		427
All Other Fees(3)	6		6
Total Fees	$	2,476	$	2,236


Name of Beneficial Owner	Number of Shares Beneficially Owned	Total Ownership %
Named Executive Officers and Directors:
Mark P. Mader(1)	1,992,792	1.48	%
Pete Godbole(2)	89,700	*
Michael Arntz(3)	401,368	*
Stephen Branstetter(4)	146,960	*
Praerit Garg(5)	313,292	*
Alissa Abdullah(6)	8,577	*
Geoffrey T. Barker(7)	447,620	*
Brent Frei(8)	2,124,459	1.60	%
Elena Gomez(9)	89,272	*
Michael Gregoire(10)	16,663	*
Matthew McIlwain(11)	133,721	*
Rowan Trollope(12)	11,087	*
James N. White(13)	351,456	*
Magdalena Yesil(14)	158,667	*
All executive officers and directors as a group (16 persons)(15)	6,378,856	4.71	%

5% Shareholders:
BlackRock, Inc.(16)	6,739,992	5.07	%
Capital World Investors(17)	14,636,873	11.01	%
The Vanguard Group(18)	12,181,840	9.17	%


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SEC Form DEF 14A filed by Smartsheet Inc.