Atlassian Corporation filed SEC Form 8-K: Leadership Update
$TEAM
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 9, 2025
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
(Address of principal executive offices and Zip Code)
(415 ) 701-1110
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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:
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Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||||||||
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 9, 2025, Enrique Salem notified Atlassian Corporation (the “Company”) of his decision to retire as a director of the Company, effective as of April 14, 2025. The Board of Directors of the Company (the “Board”) and the Company are deeply grateful for Mr. Salem’s dedication and contributions to the Company during his almost 12-year tenure as a director.
On April 11, 2025, the Board approved the appointment of Karen Dykstra as a director of the Company, effective as of April 14, 2025 (the “Start Date”). Ms. Dykstra will serve on the Audit Committee of the Board. Ms. Dykstra was the Chief Financial Officer and Executive Vice President of VMware, Inc. from June 2023 through Broadcom Inc.’s acquisition of VMware in November 2023. She currently serves on the boards of directors of Gartner Inc. and Arm Holdings Plc. Ms. Dykstra holds a Bachelor of Science from Rider University and a Master of Business Administration from Fairleigh Dickinson University.
Ms. Dykstra will participate in the Company’s non-employee directors’ compensation arrangements. Under the terms of these arrangements, Ms. Dykstra will receive a $55,000 retainer for annual service on the Board and an annual award of restricted stock units (“RSUs”) having a fair market value of $290,000 (the “Annual Grant”), in each case pro-rated for the year based on the time between the Start Date and the Company’s next annual meeting of stockholders. These RSUs will vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date, unless the Compensation and Leadership Development Committee of the Board determines that circumstances warrant continuation of vesting. All RSUs granted to non-employee directors are subject to 100% accelerated vesting upon the sale of the Company.
There are no arrangements or understandings between Ms. Dykstra and any other persons pursuant to which Ms. Dykstra was named a director of the Company. The Company has also entered into its standard form of indemnification agreement with Ms. Dykstra (in substantially the form filed with the Securities and Exchange Commission as Exhibit 10.2 to the Company’s Current Report on Form 8-K on October 3, 2022), which requires the Company to indemnify Ms. Dykstra, to the fullest extent permitted under applicable law, for certain liabilities to which she may become subject to in the execution or discharge of her duties. There are no related party transactions between the Company and Ms. Dykstra that would require disclosure under Item 404(a) of Regulation S-K.
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.
| ATLASSIAN CORPORATION | |||||||||||||||||||||||||||||||||||||||||||||||
| Date: | April 14, 2025 | By: | /s/ Stan Shepard | ||||||||||||||||||||||||||||||||||||||||||||
Stan Shepard | |||||||||||||||||||||||||||||||||||||||||||||||
General Counsel | |||||||||||||||||||||||||||||||||||||||||||||||