Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of
OnAugust 3, 2022 , the Board of Directors (the "Board") ofSmartsheet Inc. (the "Company"), on the recommendation of theNominating and Corporate Governance Committee of the Board, appointedDennis Durkin as a member of the Board, effective immediately.Mr. Durkin joins the Board as a Class II director.Mr. Durkin has also been appointed to serve on the Board's Audit Committee. The Board has determined thatMr. Durkin satisfies the independence requirements set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the applicableNew York Stock Exchange ("NYSE") listing standards, is financially literate, and is considered an "audit committee financial expert" as defined by theU.S. Securities and Exchange Commission (the "SEC"). In connection withMr. Durkin's appointment, the Board also approved an increase in the authorized number of members of the Board from 10 to 11. In accordance with the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, and in accordance with his term as a Class II director,Mr. Durkin's initial term of Board service will expire at the 2023 Annual Meeting of Shareholders.Mr. Durkin served as Chief Financial Officer of Activision Blizzard Inc. ("Activision"), an interactive entertainment and gaming corporation, fromJanuary 2019 until his retirement inMay 2021 . Prior to that, he served as Activision's Chief Corporate Officer fromMay 2017 toJanuary 2019 , and as Chief Financial Officer fromMarch 2012 toMay 2017 . Prior to that,Mr. Durkin held various leadership positions at Microsoft Corporation, a multinational technology corporation, from 1999 to 2012, most recently as Corporate Vice President, and Chief Operating and Financial Officer, of the Interactive Entertainment Business. Before joining Microsoft Corporation,Mr. Durkin was a financial analyst atAlex Brown and Company , an investment company.Mr. Durkin has served on the board of directors of On Holding AG, a performance sportswear brand, sinceMay 2022 .Mr. Durkin holds a B.A. in Government fromDartmouth College and a M.B.A. fromHarvard University . The Company believes thatMr. Durkin's senior finance executive experience at technology companies qualifies him to serve on the Board. In connection with his service as a director,Mr. Durkin will receive the standard compensation received by non-employee directors, which consists of an annual cash retainer of$35,000 for his service as a director, which will be prorated for his first partial service year, and an initial appointment grant of restricted stock units under the Company's 2018 Equity Incentive Plan (the "2018 Plan"), a copy of which is attached as Exhibit 10.4 to the Company's Form S-1/A filed with theSEC onApril 16, 2018 , equal to a number of shares calculated based on the quotient of$300,000 divided by the average daily closing price of the Company's Class A Common Stock on the NYSE in the 10 trading days ending two trading days preceding the date of grant (the "Initial Appointment Grant"). One-third of the shares subject to the Initial Appointment Grant will vest on each of the first three anniversaries following the date of grant so long asMr. Durkin serves as a director of the Company through each vesting date.Mr. Durkin will also receive an annual cash retainer of$10,000 for his service on the Audit Committee, which will be prorated for his first partial service year.Mr. Durkin and the Company have entered into an indemnification agreement in substantially the same form as Exhibit 10.1 to the Company's Form S-1/A filed with theSEC onApril 16, 2018 . There is no arrangement or understanding pursuant to whichMr. Durkin was appointed to the Board. There are no family relationships betweenMr. Durkin and any director or executive officer of the Company, andMr. Durkin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 - Other Events.
A copy of the press release announcing
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 99.1 Press release datedAugust 5, 2022 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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