Asana Inc
For the period ended Jun 17, 2024. Filed May 3, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 17, 2024 · Filed May 3, 2024
ASAN$10.61-5.0%Stored close · as of Nov 6, 2026
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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
Filed by the Registrantx Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under §240.14a-12
ASANA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply)
x No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
| 633 Folsom Street, Suite 100San Francisco, CA 94107NOTICE OF ANNUAL MEETING OF STOCKHOLDERSDate___________________MONDAYJUNE 17, 2024Time___________________2:00 P.M.PACIFIC TIMEPlace___________________www.virtualshareholdermeeting.com/ASAN2024 | |
|---|---|
| Dear Stockholders of Asana, Inc.:We cordially invite you to attend the 2024 annual meeting of stockholders, or the Annual Meeting, of Asana, Inc., a Delaware corporation, which will be held as a virtual meeting on Monday, June 17, 2024 at 2:00 p.m. Pacific Time. The Annual Meeting will be held through a live audio-only webcast at www.virtualshareholdermeeting.com/ASAN2024, where you will also be able to submit questions and vote online.We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement: | |
| 1 | To elect the two nominees for Class I directors to serve on Asana’s board of directors until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2 | To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of Asana’s board of directors as Asana’s independent registered public accounting firm for its fiscal year ending January 31, 2025; |
| 3 | To solicit a non-binding advisory vote on the compensation of Asana’s named executive officers; and |
| 4 | To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
| Our board of directors has fixed the close of business on April 19, 2024 as the record date for the Annual Meeting, or the Record Date. Only stockholders of record on April 19, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.On or about May 3, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone, or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares at the Annual Meeting.We appreciate your continued support of Asana.By order of the board of directors,Dustin MoskovitzPresident, Chief Executive Officer, and Chair of the BoardSan Francisco, CaliforniaMay 3, 2024 | |
Table of Contents
| PROXY SUMMARY | 1 |
|---|---|
| QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION AND VOTING AT THE ANNUAL MEETING | 2 |
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 9 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 10 |
| Board Diversity | 11 |
| Nominees for Director | 12 |
| Continuing Directors | 13 |
| Director Independence | 16 |
| Board Leadership Structure | 16 |
| Lead Independent Director | 16 |
| Board and Stockholder Meetings and Committees | 17 |
| Compensation Committee Interlocks and Insider Participation | 19 |
| Considerations in Evaluating Director Nominees | 19 |
| Stockholder Recommendations for Nominations to the Board of Directors | 20 |
| Communications with the Board of Directors | 20 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 20 |
| Risk Management and Oversight of Risk Management | 21 |
| Prohibition on Hedging, Short Sales, and Pledging | 21 |
| Non-Employee Director Compensation | 22 |
| CORPORATE RESPONSIBILITY AND SUSTAINABILITY | 27 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 33 |
| Nominees | 33 |
| Vote Required | 33 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 34 |
| Audit and Related Fees | 34 |
| Auditor Independence | 35 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 35 |
| Vote Required | 35 |
| REPORT OF THE AUDIT COMMITTEE | 36 |
| PROPOSAL NO. 3: ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 37 |
| Vote Required | 38 |
| EXECUTIVE OFFICERS | 39 |
| EXECUTIVE COMPENSATION | 41 |
|---|---|
| Compensation Discussion and Analysis | 41 |
| Executive Summary | 41 |
| Our Approach to Executive Compensation | 42 |
| Summary Compensation Table for Fiscal Year 2024 | 51 |
| Grants of Plan Based Awards Table for Fiscal Year 2024 | 52 |
| Outstanding Equity Awards at Fiscal Year-End Table for Fiscal Year 2024 | 53 |
| Option Exercises and Stock Vested Table for Fiscal Year 2024 | 55 |
| Nonqualified Deferred Compensation Table for Fiscal Year 2024 | 56 |
| Employment, Severance, and Change of Control Arrangements | 57 |
| Potential Payments upon Termination or Change in Control | 58 |
| REPORT OF THE COMPENSATION COMMITTEE | 60 |
| EQUITY COMPENSATION PLAN INFORMATION | 61 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 62 |
| CEO PAY RATIO | 65 |
| CEO Pay Ratio Results for Fiscal Year 2024 | 65 |
| PAY VERSUS PERFORMANCE | 66 |
| Pay Versus Performance Table | 66 |
| Most Important Financial Measures | 68 |
| Relationship Between Pay and Performance | 68 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 69 |
| Policies and Procedures for Related Person Transactions | 69 |
| Indemnification Agreements | 69 |
| Certain Related Person Transactions | 69 |
| OTHER MATTERS | 71 |
| Delinquent Section 16(a) Reports | 71 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.