Samsara Inc.
For the period ended Jul 10, 2024. Filed May 29, 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.
Jul 10, 2024 · Filed May 29, 2024
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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 Registrant¨
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 Pursuant to §240.14a-12 |
SAMSARA 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 |
`
(415) 985-2400
May 29, 2024
Dear Fellow Stockholders:
We are pleased to invite you to attend the annual meeting of stockholders of Samsara Inc., to be held on Wednesday, July 10, 2024 at 11:00 a.m., Pacific Time. The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/IOT2024, where you will be able to listen to the meeting live, submit questions and vote online.
We have elected to deliver our proxy materials to our stockholders over the Internet under the Securities and Exchange Commission rules that allow companies to do so. This delivery process reduces our environmental impact and lowers the costs of printing and distributing our proxy materials without adversely impacting our stockholders’ timely access to this important information. On or about May 29, 2024, we expect to mail the Notice of Internet Availability containing instructions on how to access our proxy statement for the annual meeting and our annual report to our stockholders. The Notice of Internet Availability also provides instructions on how to vote by mail or over the Internet and includes instructions on how to receive a paper copy of the proxy materials by mail.
The notice of annual meeting on the next page as well as our full proxy statement contain details of the business to be conducted at the annual meeting.
Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.
On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in Samsara.
Sincerely,
| /s/ Sanjit Biswas | /s/ John Bicket |
|---|---|
| Sanjit Biswas | John Bicket |
| Co-Founder, CEO & Chair | Co-Founder, Executive Vice President, CTO & Director |
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SAMSARA INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date | 11:00 a.m., Pacific Time, on Wednesday, July 10, 2024 |
|---|---|
| Place | The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/IOT2024, where you will be able to listen to the meeting live, submit questions and vote online during the meeting. |
| Items of Business | •To elect eight directors to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified.•To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2025.•To approve, on a non-binding advisory basis, the compensation of our named executive officers.•To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof. |
| Record Date | May 17, 2024Only stockholders of record as of May 17, 2024 are entitled to notice of and to vote at the annual meeting. |
| Availability of Proxy Materials | The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report, is first being sent or given on or about May 29, 2024 to all stockholders entitled to vote at the annual meeting.The proxy materials and our annual report can be accessed as of May 29, 2024 by visiting www.proxyvote.com. |
| Voting | Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible. |
By order of the Board of Directors,
/s/ Adam Eltoukhy
Adam Eltoukhy
Executive Vice President, Chief Legal Officer and Corporate Secretary
San Francisco, California
May 29, 2024
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TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Our Board of Directors | 7 |
| Nominees for Director | 8 |
| Director Independence | 10 |
| Board Leadership Structure | 11 |
| Role of Board in Risk Oversight Process | 11 |
| Board Committees | 12 |
| External Director Commitments | 14 |
| Attendance at Board and Stockholder Meetings | 14 |
| Executive Sessions of Non-Employee Directors | 14 |
| Compensation Committee Interlocks and Insider Participation | 14 |
| Considerations in Evaluating Directors and Director Nominees | 14 |
| Stockholder Recommendations and Nominations to our Board of Directors | 15 |
| Communications with the Board of Directors | 16 |
| Policy Prohibiting Hedging or Pledging of Securities | 16 |
| Corporate Governance Guidelines and Code of Conduct | 16 |
| Director Compensation | 16 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 19 |
| Nominees | 19 |
| Vote Required | 19 |
| Board Recommendation | 19 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 20 |
| Fees Paid to the Independent Registered Public Accounting Firm | 20 |
| Auditor Independence | 20 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 20 |
| Vote Required | 21 |
| Board Recommendation | 21 |
| REPORT OF THE AUDIT COMMITTEE | 22 |
| PROPOSAL NO. 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 23 |
| Vote Required | 23 |
| Board Recommendation | 23 |
| EXECUTIVE OFFICERS | 24 |
| EXECUTIVE COMPENSATION | 25 |
| Compensation Discussion and Analysis | 25 |
| REPORT OF THE COMPENSATION COMMITTEE | 37 |
| Summary Compensation Table for Fiscal Year 2024 | 38 |
| Grants of Plan-Based Awards for Fiscal Year 2024 | 39 |
| Executive Employment Agreements | 39 |
| Outstanding Equity Awards at Fiscal Year 2024 Year-End | 40 |
| Option Exercises and Stock Vested | 41 |
| Potential Payments upon Termination or Change in Control | 42 |
| Equity Compensation Plan Information | 44 |
| CHIEF EXECUTIVE OFFICER PAY RATIO | 45 |
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| PAY VERSUS PERFORMANCE | 46 |
|---|---|
| Tabular List of Performance Measures | 48 |
| Description of Relationships Between Compensation Actually Paid and Performance | 48 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 51 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 54 |
| Aircraft Agreement | 54 |
| Investors’ Rights Agreement | 54 |
| Limitation of Liability and Indemnification of Officers and Directors | 54 |
| Policies and Procedures for Related Person Transactions | 55 |
| OTHER MATTERS | 56 |
| Delinquent Section 16(a) Reports | 56 |
| Stockholder Proposals or Director Nominations for Fiscal Year 2026 Annual Meeting | 56 |
| Availability of Bylaws | 57 |
| APPENDIX A | 58 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.