DEF 14A: Asana Sets Date for 2024 Annual Stockholders Meeting, Outlines Key Proposals

Asana, Inc. will hold its 2024 annual meeting of stockholders virtually on June 17, 2024, to vote on the election of directors, ratification of the independent accounting firm, and executive compensation.

Summary

• Asana, Inc. will hold its 2024 annual meeting of stockholders virtually on June 17, 2024, at 2:00 p.m. Pacific Time.
• Stockholders of record as of April 19, 2024, are entitled to vote at the meeting.
• The meeting will address the election of Matthew Cohler and Dustin Moskovitz as Class I directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2025, and a non-binding advisory vote on executive compensation.
• The board of directors recommends voting for all proposals.
• The company expects to mail the Notice of Internet Availability of Proxy Materials on or about May 3, 2024.
• As of the record date, there were 142,330,590 shares of Class A common stock and 85,489,359 shares of Class B common stock outstanding.
• Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing necessary information for the annual meeting. The company highlights its commitment to ESG and long-term value creation, which is moderately positive.

Positives

• The board of directors is actively engaged in risk oversight, including cybersecurity and ESG matters.
• Asana has a strong commitment to corporate responsibility and sustainability, including diversity, inclusion, and environmental stewardship.
• The company has a clawback policy in place to recover erroneously awarded incentive-based compensation.
• Asana's executive compensation program is designed to align with long-term stockholder interests.
• The company has a stock ownership policy for executive officers and non-employee directors to align their interests with those of stockholders.

Risks

• The classification of the Board of Directors may have the effect of delaying or preventing changes in control of the company.
• The payments and benefits provided under the Executive Severance Plan in connection with a change in control may not be eligible for a federal income tax deduction.
• The payments and benefits provided under the Executive Severance Plan in connection with a change in control may subject an eligible participant to an excise tax.

Future Outlook

The proxy statement does not contain specific forward-looking statements beyond the scheduling and agenda of the annual meeting.

Management Comments

• Dustin Moskovitz, President, Chief Executive Officer, and Chair of the Board, encourages stockholders to vote.
• Asana's founders, Dustin Moskovitz and Justin Rosenstein, have pledged to use 100% of the value of their Asana equity for philanthropic purposes.

Industry Context

Asana operates in the competitive work management software platform industry, competing with companies like Atlassian, Microsoft, and Monday.com. The company emphasizes its enterprise focus and AI-powered features to differentiate itself.

Comparison to Industry Standards

• Asana's peer group for executive compensation includes companies like Alteryx, AppFolio, Bill.com Holdings, and Braze.
• The company benchmarks its executive compensation against these peers to ensure competitiveness in attracting and retaining talent.
• Asana's commitment to ESG and long-term value creation aligns with the principles of the Long-Term Stock Exchange (LTSE), where it is also listed.

Related Party Transactions

• Asana incurred approximately $1.1 million in marketing expenses with Quora, where Adam D'Angelo (Asana board member) is CEO.
• Asana incurred approximately $2.0 million in marketing expenses with Microsoft, where Andrew Lindsay (Asana board member) is Corporate Vice President.
• Rent payments made to HubSpot (where Lorrie Norrington, Asana board member, is a director) totaled $1.6 million.
• Asana recognized revenue of $0.9 million under subscription agreements with HubSpot.
• Asana recognized revenue of $0.6 million under subscription agreements with Autodesk (where Lorrie Norrington, Asana board member, is a director).
• Asana recognized revenue of $0.2 million under subscription agreements with Gusto (where Anne Raimondi, Asana COO, is a director).
• Asana recognized revenue of $0.1 million under subscription agreements with Talkdesk, Inc. (where Sydney Carey, Asana board member, serves as Talkdesks Chief Financial Officer).
• Asana recognized revenue of $0.1 million under subscription agreements with Quora.com (where Adam D'Angelo, Asana board member, is the Chief Executive Officer and Matthew Cohler, Asana board member, is a member of Quoras Board of Directors).
• Asana recognized revenue of $0.5 million under subscription agreements with Palo Alto Networks, Inc. (where Amit Singh, who served as a member of our Board until his resignation in December 2023, serves as Palo Alto Networks Chief Business Officer).

Stakeholder Impact

• Shareholders are provided with the opportunity to vote on key company matters.
• Employees are impacted by the company's compensation and benefits programs.
• Customers are indirectly impacted by the company's corporate responsibility and sustainability initiatives.
• The company's related party transactions are subject to review and approval by the Audit Committee.

Next Steps

• Stockholders are encouraged to vote on the proposals before the annual meeting.
• The company will announce preliminary voting results at the Annual Meeting.
• The company will disclose voting results on a Current Report on Form 8-K that it will file with the SEC within four business days after the Annual Meeting.

Key Dates

Keywords

annual meeting, proxy statement, directors, executive compensation, PricewaterhouseCoopers, stockholders, corporate governance, Asana