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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  June 17, 2020

Smartsheet Inc.
(Exact name of registrant as specified in its charter)
 
Washington   001-38464   20-2954357
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer Identification
No.)
 
10500 NE 8th Street, Suite 1300
Bellevue, WA
98004
(Address of principal executive offices and zip code)
(844)  324-2360
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, no par value per share SMAR The New York Stock Exchange
        Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

        Emerging growth company ☐ 

        If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 



Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 17, 2020, Smartsheet Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, four proposals were submitted to the Company’s shareholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 5, 2020. The final voting results were as follows:

Proposal 1 – Election of Directors

The Company’s shareholders elected Geoffrey T. Barker, Matthew McIlwain, and James N. White as Class II directors, and Michael Gregoire as a Class III director, to serve for terms expiring, respectively, at the 2023 Annual Meeting of Shareholders and 2021 Annual Meeting of Shareholders based on the following voting results.

Votes For Votes Withheld Broker Non-Vote
Geoffrey T. Barker
78,162,720 22,525,097 7,627,157
Michael Gregoire
99,958,013 729,804 7,627,157
Matthew McIlwain
81,533,533 19,154,284 7,627,157
James N. White
77,499,076 23,188,741 7,627,157

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021 based on the following voting results.

Votes For Votes Against Votes Abstained Broker Non-Vote
107,606,468 150,718 557,788 0


Proposal 3 – Advisory Non-Binding Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended January 31, 2020 based on the following voting results.

Votes For Votes Against Votes Abstained Broker Non-Vote
99,011,086 1,252,172 424,559 7,627,157



Proposal 4 – Advisory Non-Binding Vote on the Frequency of Future Advisory Non-Binding Votes to Approve the Compensation of the Company’s Named Executive Officers

The Company’s shareholders indicated, on a non-binding advisory basis, their preference for one year as the frequency for holding future advisory non-binding votes to approve the compensation of the Company’s named executive officers.

1 Year 2 Years 3 Years Votes Abstained Broker Non-Vote
95,183,715 28,669 5,075,255 400,178 7,627,157


Pursuant to the recommendation of the board of directors, and consistent with the shareholders’ preference, the Company plans to hold future advisory non-binding votes to approve the compensation of the Company’s named executive officers every year. The next future advisory non-binding vote to approve the frequency of future advisory non-binding votes to approve the compensation of the Company’s named executive officers will take place no later than at the Company’s 2026 Annual Meeting.






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
    SMARTSHEET INC.
     
  By: /s/ Jennifer E. Ceran
  Name: Jennifer E. Ceran
  Title: Chief Financial Officer & Treasurer
     
     
Date: June 18, 2020    

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