8-K
Atlassian Corp (TEAM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2024
ATLASSIAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
_________________
| Delaware | 001-37651 | 88-3940934 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
350 Bush Street, Floor 13
San Francisco, California 94104
(Address of principal executive offices and Zip Code)
(415) 701-1110
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_________________
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:
| ☐ | 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: | ||||
| --- | --- | --- | --- | |||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||
| Class A Common Stock, par value $0.00001 per share | TEAM | Nasdaq Global Select Market |
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 5.07. Submission of Matters to a Vote of Security Holders.
Atlassian Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders on December 11, 2024 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on October 23, 2024 (the “Proxy Statement”).
Each stockholder present in person, or by proxy, was entitled to one vote for every share of Class A Common Stock held and ten votes for every share of Class B Common Stock held. The total number of votes received for each proposal is set out below (shown to reflect ten votes for every share of Class B Common Stock and one vote for every share of Class A Common Stock). As of October 14, 2024, the record date for the Meeting, there were 161,565,758 shares of Class A Common Stock and 98,977,705 shares of Class B Common Stock outstanding, all of which were entitled to vote with respect to all matters acted upon at the Meeting.
Proposal 1: Election of directors:
| For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|
| Scott Belsky | 1,119,074,963 | 630,666 | 167,937 | 8,273,805 |
| Shona L. Brown | 1,113,527,132 | 6,184,312 | 162,122 | 8,273,805 |
| Michael Cannon-Brookes | 1,096,874,830 | 22,944,872 | 53,864 | 8,273,805 |
| Scott Farquhar | 1,095,856,139 | 23,966,164 | 51,263 | 8,273,805 |
| Heather M. Fernandez | 1,094,085,342 | 25,624,550 | 163,674 | 8,273,805 |
| Sasan Goodarzi | 1,115,850,145 | 3,851,864 | 171,557 | 8,273,805 |
| Jay Parikh | 1,116,334,920 | 3,378,656 | 159,990 | 8,273,805 |
| Enrique Salem | 1,093,264,080 | 26,444,457 | 165,029 | 8,273,805 |
| Steven Sordello | 1,118,472,573 | 1,229,766 | 171,227 | 8,273,805 |
| Richard P. Wong | 1,075,271,956 | 44,170,765 | 430,845 | 8,273,805 |
| Michelle Zatlyn | 1,118,744,689 | 961,347 | 167,530 | 8,273,805 |
Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 1,126,597,701 | 1,240,499 | 309,171 | 0 |
Proposal 3: Advisory vote to approve the fiscal year 2024 compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 1,093,072,495 | 26,473,960 | 327,111 | 8,273,805 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLASSIAN CORPORATION | |||
|---|---|---|---|
| Date: | December 12, 2024 | By: | /s/ Stan Shepard |
| Stan Shepard | |||
| General Counsel |