Atlassian Corp
For the period ended Oct 14, 2026. Filed Oct 14, 2026.
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Oct 14, 2026 · Filed Oct 14, 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
(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 2026 Annual Meeting of Stockholders
Agenda Items
1.To elect the 9 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, 2027.
3.To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ending June 30, 2026.
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
Tuesday, December 1, 2026
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/TEAM2026 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/TEAM2026.
Holders of record of shares of our Class A Common Stock and/or Class B Common Stock at the close of business on October 7, 2026, 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 14, 2026.
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 1, 2026: Both the Proxy Statement and Atlassian’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, 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 14, 2026
2026 Proxy Statement
| 4 | Notice of 2026 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/TEAM2026 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 your shares on Proposal 2.
2026 Proxy Statement
5
Letter to Our Stockholders
To our stockholders, customers, partners, and Atlassians –
Closing out fiscal 2026, I have more conviction than ever in Atlassian’s long term opportunity. We’re living through an incredibly fast-moving moment in technology but in complex times, I focus on what’s important. Listening to customers, anchoring in facts, adapting to change, executing with discipline, and building with heart and balance. Through all the noise this year, I’m incredibly proud of how our TEAM has delivered against the strategy we laid out.
We made great progress against our strategic priorities this year - scaling our enterprise momentum, expanding our System of Work across every team, and cementing Atlassian’s position in the AI era. We did this while sharpening our focus on driving durable, profitable growth, and it shows in our results.
Cloud revenue growth accelerated during fiscal 2026 and closed the year totaling $4.4 billion. This was fueled by strong seat expansion in Jira and Confluence, and cross-sell momentum in Collections as customers scaled their usage of agents and deployed Rovo across their workflows. Total revenue grew 26% y/y to $6.6 billion, Subscription ARR grew 23% y/y surpassing $6.6 billion(1), and Remaining Performance Obligation grew 44% y/y to over $4.8 billion. This shows that customers increasingly see Atlassian as a trusted, long-term partner to help transform how they work.
At the heart of our momentum is AI, and as this technology reshapes software, it naturally raises questions about what comes next for enterprise platforms. My view is simple. As models become democratized and increasingly capable, context becomes the real differentiator.
That’s where our heritage matters. For over two decades, our mission has been to unleash the potential of every team. Powering billions of workflows for 350,000+ organizations across every industry gives us a deep understanding of how work gets done. Our platform sits at the center of how teams plan, build, support, and operate. Our System of Work connects that activity across functions like HR, Marketing, Finance, and IT. And our Teamwork Graph turns all of that into organizational context that makes AI more useful, reliable, efficient, and cost-effective.
This gives us massive traction with enterprise customers. The world’s biggest organizations are deepening their commitment to Atlassian with bigger and longer deals. In fiscal 2026, we hit new records with large customer contracts, landed the single biggest deal in our history, and grew our $5M+ ARR customer base by 70% year-over-year.
Looking ahead, I believe organizations won’t run on dozens of disconnected knowledge graphs. They'll choose a handful of trusted platforms that actually understand how work gets done. Atlassian is built for exactly that. Anyone can buy intelligence by the token, but real acceleration takes intelligence plus context. We provide the teamwork context that AI models simply can't create on their own, and that value only compounds as teams lean into our System of Work.
We’re heads down, executing against our priorities of Enterprise, System of Work, and AI while maintaining the financial discipline that builds an enduring business. In fiscal 2026, we delivered $1.3 billion of free cash flow(2) and GAAP operating profitability for the full year.
Fiscal 2026 was massive but I’m even more energized by what’s ahead.
To the entire Atlassian team, thank you. Everything we achieved this year is because of each of you. And to our stockholders, customers, and partners: thank you for your continued trust and support. The best is still to come.
Michael Cannon-Brookes
Chief Executive Officer & Co-Founder
(1)See Appendix A for the definition of Subscription ARR.
(2)Free cash flow is defined as net cash provided by operating activities less capital expenditures, which consists of purchases of property and equipment. Refer to Appendix A for information regarding non-GAAP financial measures, including a reconciliation of Free Cash Flow to the most directly comparable GAAP financial measure.
2026 Proxy Statement
6
Table of Contents
| Notice of 2026 Annual Meeting of Stockholders | 3 |
|---|---|
| Letter to Our Stockholders | 5 |
| About the Annual Meeting | 8 |
| 2026 Proxy Statement Summary and Highlights | 10 |
| Directors and Corporate Governance | 12 |
| Nominees for Election | 12 |
| Biographies | 14 |
| Director Independence | 19 |
| Board Leadership Structure | 19 |
| Board Meetings and Committees | 19 |
| Compensation Committee Interlocks and Insider Participation | 23 |
| Director Selection and Board Evaluation | 23 |
| Stockholder Recommendations and Nominees for Director | 24 |
| Board’s Role in Risk Oversight | 25 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 26 |
| Stockholder Engagement | 26 |
| Stockholder Communications with the Board | 26 |
| Our Values and Sustainability Strategy | 27 |
| Related Person Transaction Policy | 29 |
| Transactions with Related Persons | 29 |
| Director Compensation | 30 |
| Executive Officers | 32 |
| Executive Compensation | 33 |
| Compensation Discussion and Analysis | 33 |
| Perquisites, Benefits, and Other Compensation and Governance Policies | 44 |
| Report of the Compensation and Leadership Development Committee | 47 |
| Executive Compensation Tables | 48 |
| Potential Payments Upon Termination or Change in Control | 51 |
| CEO Pay Ratio | 52 |
| Pay Versus Performance | 52 |
| Report of the Audit Committee of the Board | 56 | |
|---|---|---|
| Proposals To Be Voted On | 57 | |
| Proposal 1 – Election of Directors | 58 | |
| Proposal 2 – Ratification of Appointment of Independent Auditor | 59 | |
| Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation | 60 | |
| Stock Ownership Information | 61 | |
| Security Ownership Table | 61 | |
| Equity Compensation Plan Information | 63 | |
| Information About the Meeting, Voting and Procedural Matters | 64 | |
| General | 64 | |
| Stockholders Entitled to Vote; Record Date | 64 | |
| Quorum; Abstentions; Broker Non-Votes | 64 | |
| Voting; Revocability of Proxies | 65 | |
| Expenses of Solicitation | 66 | |
| Procedure for Introducing Business or Director Nominations at Our 2027 Annual Meeting of Stockholders | 66 | |
| Delivery of Proxy Materials | 67 | |
| Appendix A – Non-GAAP Financial Measures and Key Business Metrics | 68 |
2026 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,” “plan,” “believe,” “aim,” “seek,” “anticipate,” “intend,” “could,” “should,” “would,” “estimate,” “design,” “likely,” “forecast,” “predict,” “project,” “potential,” “goal” 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 and offerings, customers, leadership, business priorities and strategy, market position and opportunity, environmental, social and governance efforts and sustainability goals, Team Anywhere, the goals or effects of our executive compensation programs, and financial targets.
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 2026 Annual Meeting of Stockholders to Be Held on December 1, 2026. The Proxy Statement and Annual Report for the fiscal year ended June 30, 2026 are available at www.proxyvote.com.
2026 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.