Asana, Inc.
For the period ended Jun 8, 2026. Filed Apr 20, 2026.
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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 8, 2026 · Filed Apr 20, 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.
Notice of Annual Meeting of Stockholders
| 633 Folsom Street, Suite 100San Francisco, CA 94107 | DateMonday, June 8, 2026 | Time2:00 P.M. Pacific Time | Placewww.virtualshareholdermeeting.com/ASAN2026 |
Dear Stockholders of Asana, Inc.:
We cordially invite you to attend the 2026 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 8, 2026 at 2:00 p.m. Pacific Time. The Annual Meeting will be held through a live audio-only
webcast at www.virtualshareholdermeeting.com/ASAN2026, 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 three nominees for Class III directors to serve on Asana’s Board of Directors until the 2029 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, 2027; |
| 3 | To solicit a non-binding advisory vote to approve 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 13, 2026 as the record date for the Annual Meeting, or the Record Date. Only stockholders of record on April 13, 2026 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 April 20, 2026, 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. |
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| We appreciate your continued support of Asana.By order of the Board of Directors,Katie ColendichGeneral Counsel & Corporate Secretary | San Francisco, CaliforniaApril 20, 2026 |
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| Proxy Summary | 1 |
| 2026 Annual Meeting of Stockholders | 2 |
| Questions and Answers Regarding this Solicitation and Voting at the Annual Meeting | 2 |
| Nomination of Director Candidates | 6 |
| Universal Proxy | 6 |
| Availability of Bylaws | 6 |
| Special Note Regarding Forward-Looking Statements | 7 |
| Board of Directors and Corporate Governance | 8 |
| Director Skills | 9 |
| Board Composition | 9 |
| Nominees for Director | 10 |
| Continuing Directors | 11 |
| Departing Directors | 13 |
| Director Independence | 15 |
| Board Leadership Structure | 15 |
| Lead Independent Director | 15 |
| Board and Stockholder Meetings and Committees | 16 |
| 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 Conduct and Ethics | 20 |
| Risk Management and Oversight of Risk Management | 21 |
| Insider Trading Policy and Prohibition on Hedging, Short Sales, and Pledging | 21 |
| Non-Employee Director Compensation | 22 |
| Directors' Deferred Compensation Plan | 23 |
| Non-Employee Director Compensation for Fiscal Year 2026 | 23 |
| Equity Granted in Lieu of Cash Retainers | 25 |
| Corporate Responsibility and Sustainability | 26 |
| Culture and Belonging | 27 |
| Impact of Culture | 27 |
| Building a Sustainable Business | 29 |
| Long-Term Stock Exchange | 29 |
| Code of Conduct and Ethics | 29 |
| Proposal No. 1: Election of Directors | 30 |
| Nominees | 30 |
| Vote Required | 30 |
| Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 31 |
| Audit and Related Fees | 31 |
| Auditor Independence | 32 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 32 |
| Vote Required | 32 |
| Report of the Audit Committee | 33 |
| Proposal No. 3: Advisory Vote to Approve the Compensation of Named Executive Officers | 34 |
| Vote Required | 34 |
| Executive Officers | 35 |
| Executive Compensation | 36 |
| Compensation Discussion and Analysis | 36 |
| Executive Summary | 36 |
| Our Approach to Executive Compensation | 39 |
| How We Determine Executive Compensation | 41 |
| Fiscal Year 2026 Executive Compensation Program | 43 |
| Other Features of Our Executive Compensation Program | 48 |
| Tax and Accounting Implications | 49 |
| Other Compensation Policies and Practices | 49 |
| Stockholder Engagement and Advisory Vote on Executive Compensation | 50 |
| Summary Compensation Table for Fiscal Year 2026 | 51 |
| Grants of Plan-Based Awards Table for Fiscal Year 2026 | 53 |
| Outstanding Equity Awards at Fiscal Year-End Table for Fiscal Year 2026 | 55 |
| Option Exercises and Stock Vested Table for Fiscal Year 2026 | 57 |
| Nonqualified Deferred Compensation Table for Fiscal Year 2026 | 58 |
| Employment, Severance, and Change of Control Arrangements | 59 |
| Potential Payments upon Termination or Change in Control | 61 |
| Report of the Compensation Committee | 64 |
| Equity Compensation Plan Information | 65 |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 66 |
| CEO Pay Ratio | 69 |
| CEO Pay Ratio Results for Fiscal Year 2026 | 69 |
| Pay Versus Performance | 70 |
| Pay Versus Performance Table | 70 |
| Most Important Financial Measures | 73 |
| Relationship Between Pay and Performance | 73 |
| Certain Relationships and Related Person Transactions | 75 |
| Policies and Procedures for Related Person Transactions | 75 |
| Indemnification Agreements | 75 |
| Certain Related Person Transactions | 75 |
| Other Matters | 77 |
| Delinquent Section 16(a) Reports | 77 |
Table of Contents
Proxy Summary
The information provided in this Proxy Summary is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.
| Annual Meeting of Stockholders | DateMonday, June 8, 2026 | Time2:00 P.M. Pacific Time |
| Vote by Internetat www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 7, 2026 (have your Notice or proxy card in hand when you visit the website). | Vote by Phoneby toll-free telephone until 11:59 p.m. Eastern Time on June 7, 2026 at 1-800-690-6903 (be sure to have your Notice or proxy card in hand when you call). | |
| Vote by Mailby completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials). | Vote during the Annual Meetingby attending and voting at the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/ASAN2026, where stockholders may vote and submit questions (before and during) the Annual Meeting (have your proxy card in hand when you visit the website). |
Voting Recommendations From Our Board of Directors:
| Proposal 1 | The election of Krista Anderson-Copperman, Sydney Carey, and Dan Rogers as Class III directors. Page 30 | Nominees receiving the largest number of votes “FOR” such nominees are elected as directors |
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| Proposal 2 | The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027. Page 31 | Majority of votes present |
| Proposal 3 | The approval, on an advisory basis, of the compensation of our named executive officers, or the Say-on-Pay vote. Page 34 | Majority of votes present |
| Asana 2026 Proxy Statement | 1 |
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Table of Contents
2026 Annual Meeting of StockholdersMonday, June 8, 2026 at 2:00 P.M. Pacific Time
This proxy statement and the enclosed form of proxy are being provided to you in connection with the solicitation of proxies by our board of directors, referred to as the Board of Directors or the Board, for use at the 2026 annual meeting of stockholders of Asana, Inc., a Delaware corporation, referred to as the Company or Asana, and any postponements, adjournments, or continuations thereof, referred to as the Annual Meeting. The Annual Meeting will be held as a virtual meeting on Monday, June 8, 2026 at 2:00 p.m. Pacific Time via a live audio webcast on the internet at www.virtualshareholdermeeting.com/ASAN2026 where you will be able to listen to the meeting, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 20, 2026 to all stockholders entitled to vote at the Annual Meeting.
A list of stockholders entitled to vote will be available for 10 days prior to the Annual Meeting at our headquarters, 633 Folsom Street, Suite 100, San Francisco, California 94107. If you would like to view the stockholder list, please contact our Investor Relations department with an electronic mail, or e-mail, message to ir@asana.com to schedule an appointment.
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.