Atlassian Corp
For the period ended Oct 23, 2024. Filed Oct 23, 2024.
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Oct 23, 2024 · Filed Oct 23, 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
(Amendment No. )
Filed by the Registrant x Filed by a party other than the Registrant o
CHECK THE APPROPRIATE BOX:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
Atlassian Corporation
(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 |
|---|---|
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Our Values
They guide what we do, why we create, and who we hire.
| Open company, no bullshit | Openness is root level for us. Information is open internally by default and sharing is a first principle. And we understand that speaking your mind requires equal parts brains (what to say), thoughtfulness (when to say it), and caring (how it’s said). |
|---|---|
| Play, as a team | We spend a huge amount of our time at work. So the more that time doesn’t feel like “work,” the better. We can be serious, without taking ourselves too seriously. We strive to put what’s right for the team first – whether in a meeting room or on a football pitch. |
| Build with heart and balance | “Measure twice, cut once.” Whether you're building a birdhouse or a business, this is good advice. Passion and urgency infuse everything we do, alongside the wisdom to consider options fully and with care. Then we make the cut, and we get to work. |
| Be the change you seek | All Atlassians should have the courage and resourcefulness to spark change – to make better our products, our people, our place. Continuous improvement is a shared responsibility. Action is an independent one. |
| Don’t #@!% the customer | Customers are our lifeblood. Without happy customers, we’re doomed. So considering the customer perspective - collectively, not just a handful - comes first. |
3
Notice of 2024 Annual Meeting of Stockholders
Agenda Items
1.To elect the 11 directors nominated by our Board of Directors and named in this Proxy Statement
2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025
3.To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ending June 30, 2024
We also will consider any other matters that may properly be brought before the Annual Meeting (and any postponements or adjournments of the Annual Meeting). As of the date of this Proxy Statement, we have not received notice of any such matters.
Annual Meeting of Stockholders
Wednesday, December 11, 2024
2:00 p.m. Pacific Time
We will hold the Atlassian Corporation (“Atlassian”) Annual Meeting of Stockholders (the “Annual Meeting”) virtually. To attend, vote, or submit questions, stockholders of record should go towww.virtualshareholdermeeting.com/TEAM2024 and log in using the control number on their Notice of Internet Availability (“Internet Notice”) or proxy card. Beneficial owners of shares held by a broker, bank, or other nominee should review these proxy materials and their Internet Notice or voting instruction form for how to vote in advance of and participate in the Annual Meeting. We encourage you to join the Annual Meeting 15 minutes before the start time. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person.
The list of stockholders will be available for inspection by stockholders during the Annual Meeting atwww.virtualshareholdermeeting.com/TEAM2024.
Holders of record of shares of our Class A Common Stock and/or Class B Common Stock at the close of business on October 14, 2024 and their proxies are entitled to receive notice of, and to vote at, the Annual Meeting and any and all adjournments, continuations, or postponements thereof. These proxy materials are first being made available to stockholders on October 23, 2024.
Your vote is important. Please vote as promptly as possible.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on December 11, 2024: Both the Proxy Statement and Atlassian’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, are available electronically at https://investors.atlassian.com/ andwww.proxyvote.com.
By order of the Board of Directors,
Stan Shepard
General Counsel
San Francisco, California
October 23, 2024
2024 Proxy Statement
| 4 | Notice of 2024 Annual Meeting of Stockholders |
How to Vote
| Online at the Annual Meeting | Online Before the Annual Meeting | Phone | |
|---|---|---|---|
| Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/TEAM2024 and follow the instructions on the website. | Visit www.proxyvote.com and follow the instructions on your proxy card or Internet Notice. | Call 1-800-690-6903 and follow the instructions provided in the recorded message (if you received paper copies of the proxy materials). | Return your completed and signed proxy card in the postage-prepaid envelope accompanying the voting instruction forms. |
Note for Street Name Holders: If you are a stockholder who holds shares through a brokerage firm, bank, trust, or other similar organization (that is, in “street name”), please refer to the instructions from the broker or organization holding your shares in an Internet Notice or voting instruction form that was provided to you. If you do not provide voting instructions, we expect that your nominee will only be permitted to vote on Proposal 2.
2024 Proxy Statement
5
Letter to Our Stockholders
To our stockholders, customers, partners, and Atlassians –As I reflect back on fiscal year 2024, I am filled with immense pride for the transformative year we have had as a business. We exited the fiscal year with over 300,000 customers and generated over $4.3 billion in revenue and $1.4 billion in operating cash flow. These results are not just numbers, but a representation of the trust and reliance that millions of users place in our products each day. We successfully ended support for our Server offering, migrating more customers to our Cloud and Data Center offerings than we initially projected. This demonstrates our customers' commitment to the Atlassian platform and creates an even greater opportunity for us to deliver differentiated value across the entire product portfolio. We released new products and features like Atlassian Intelligence, Compass, and Virtual Agents for Jira Service Management into general availability, and welcomed Loom to the Atlassian family. We also added six new data residency regions, delivered increased scalability across the product portfolio, and achieved FedRAMP® “In Process” status, driving further momentum with our world-class cloud platform. We made big strides in the generative AI space. Atlassian Intelligence, our platform-wide AI offering, is delivering game-changing innovation and value to our customers in the cloud with over 30 announced Atlassian Intelligence features across our cloud products. We have also introduced Atlassian Rovo, an entirely new product that takes human-AI collaboration to the next level by integrating contextual information, conversational AI, and agents into workflows. Rovo is an always-on teammate, ready to answer questions, find data, and tackle various tasks, allowing our customers to focus on the highest value work.Looking ahead, we are fired-up and ready to build on the momentum from last fiscal year. We have a $67 billion serviceable addressable market opportunity across our three markets: software development, service management, and work management, and we are incredibly well positioned to seize the opportunity in each of these three markets. Our teams are laser-focused on our top strategic priorities - continuing our advancements in AI, delivering innovation across our entire product portfolio, and accelerating our evolution into a world-class enterprise company. These opportunities - coupled with Atlassian’s unique business model and ability to deliver differentiated customer value - set us up to drive long-term, durable growth for years to come.To the entire Atlassian team, thank you for your hard work, perseverance, and commitment to accelerating the power of teamwork. Thank you all for your support on our journey to unleash the potential of every team.
Michael Cannon-BrookesChief Executive Officer & Co-Founder
2024 Proxy Statement
6
Table of Contents
| Notice of 2024 Annual Meeting of Stockholders | 3 |
|---|---|
| Letter to Our Stockholders | 5 |
| About the Annual Meeting | 8 |
| 2024 Proxy Statement Summary and Highlights | 10 |
| Directors and Corporate Governance | 12 |
| Nominees for Election | 12 |
| Biographies | 15 |
| Director Independence | 22 |
| Board Leadership Structure | 22 |
| Board Meetings and Committees | 22 |
| Compensation Committee Interlocks and Insider Participation | 26 |
| Director Selection and Board Evaluation | 26 |
| Stockholder Recommendations and Nominees for Director | 28 |
| Board’s Role in Risk Oversight | 29 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 30 |
| Stockholder Engagement | 30 |
| Stockholder Communications with the Board | 30 |
| Sustainability and Corporate Culture | 31 |
| Related Person Transaction Policy | 33 |
| Transactions with Related Persons | 33 |
| Director Compensation | 34 |
| Executive Officers | 36 |
| Executive Compensation | 37 |
| Compensation Discussion and Analysis | 37 |
| Perquisites, Benefits, and Other Compensation and Governance Policies | 47 |
| Report of the Compensation and Leadership Development Committee | 50 |
| Executive Compensation Tables | 51 |
| Potential Payments Upon Termination or Change in Control | 55 |
| CEO Pay Ratio | 57 | |
|---|---|---|
| Pay Versus Performance | 57 | |
| Report of the Audit Committee of the Board | 59 | |
| Proposals To Be Voted On | 60 | |
| Proposal 1 – Election of Directors | 61 | |
| Proposal 2 – Ratification of Appointment of Independent Auditor | 62 | |
| Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation | 63 | |
| Stock Ownership Information | 64 | |
| Security Ownership Table | 64 | |
| Equity Compensation Plan Information | 67 | |
| Information About the Meeting, Voting and Procedural Matters | 68 | |
| General | 68 | |
| Stockholders Entitled to Vote; Record Date | 68 | |
| Quorum; Abstentions; Broker Non-Votes | 68 | |
| Voting; Revocability of Proxies | 69 | |
| Expenses of Solicitation | 70 | |
| Procedure for Introducing Business or Director Nominations at Our 2025 Annual Meeting of Stockholders | 70 | |
| Delivery of Proxy Materials | 71 | |
| Appendix A – Non-GAAP Financial Measures and Key Business Metrics | 72 |
2024 Proxy Statement
7
Note About Forward-Looking Statements
This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. In some cases, you can identify these statements by forward-looking words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “should,” “estimate,” or “continue,” and similar expressions or variations, but these words are not the exclusive means for identifying such statements. All statements other than statements of historical fact could be deemed forward looking, including statements about our products, product features, including AI capabilities, customers, leadership, business priorities and strategy, market potential, environmental, social and governance efforts, sustainability goals, Team Anywhere, and the goals or effects of our executive compensation programs.
We undertake no obligation to update any forward-looking statements made in this Proxy Statement or to reflect events or circumstances after the date of this Proxy Statement or to reflect new information or the occurrence of unanticipated events, except as required by law.
The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make. You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent our management’s beliefs and assumptions only as of the date such statements are made.
Further information on these and other factors that could affect our financial results is included in filings we make with the Securities and Exchange Commission (the “SEC”) from time to time, including the section titled “Risk Factors” in our most recently filed Forms 10-K and 10-Q. These documents are available on the Financials - SEC Filings section of the Investor Relations section of our website at: https://investors.atlassian.com.
Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.
Unless otherwise indicated, all reference to “$,” “USD $,” “US dollars,” and “dollars” are to United States dollars and all reference to “AUD $” are to Australian dollars.
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to Be Held on December 11, 2024. The Proxy Statement and Annual Report for the fiscal year ended June 30, 2024 are available at www.proxyvote.com.
2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.