smar-20240501

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 ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under § 240.14a-12

Smartsheet Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Smartsheet Inc.

500 108th Ave NE, Suite 200

Bellevue, Washington 98004

May 1, 2024

Dear Smartsheet Shareholder,

You are cordially invited to attend the Smartsheet Inc. 2024 annual meeting of shareholders on June 18, 2024 at 10:00 a.m. (Pacific Time), which will be held virtually at https://web.lumiconnect.com/273914518. We believe that a virtual shareholder meeting provides greater access to those that may want to attend, and therefore we have once again chosen this format rather than an in-person meeting. This approach also lowers costs, is environmentally conscious, and enables participation from our global community of shareholders.

Our board of directors has fixed the close of business on April 19, 2024 as the record date for determining those shareholders of our Class A common stock entitled to notice of, and to vote at, the 2024 annual meeting of shareholders and any adjournments or postponements thereof.

The Notice of Annual Meeting and Proxy Statement, both of which accompany this letter, provide details on the matters to be acted upon at the annual meeting. Our board of directors has provided a recommendation for each of the proposals described in the Proxy Statement.

Your vote is very important. Whether or not you expect to attend the annual meeting, we encourage you to cast your ballot as soon as possible through one of the methods outlined in the Proxy Statement.

On behalf of our board of directors, we thank you for your continued investment in Smartsheet Inc.

Sincerely,



Michael Gregoire						Mark P. Mader
Chair of the Board						President, Chief Executive Officer, and Director

Notice of Annual Meeting of Shareholders

_________________________________________________________________________________


Date & Time	Location	Record Date
Tuesday, June 18, 2024 10:00 a.m. (Pacific Time)	Virtual https://web.lumiconnect.com/273914518	Friday, April 19, 2024 at close of business


	Items of Business	Board Recommendation
1.	Elect one Class I director, one Class II director, and three Class III directors, each nominated by our board of directors to serve, respectively, until the 2025 annual meeting of shareholders, the 2026 annual meeting of shareholders, and the 2027 annual meeting of shareholders, or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal.	FOR each director nominee
2.	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025.	FOR
3.	Conduct an advisory non-binding vote to approve the compensation of our named executive officers.	FOR
4.	Transact such other business as may properly come before the Annual Meeting.

We believe that a virtual shareholder meeting provides greater access to those who may wish to attend, is environmentally conscious, and enables participation from our global community. However, the selection of a virtual meeting for this Annual Meeting does not preclude us from selecting other meeting formats in future years.

Only shareholders of record of our Class A common stock at the close of business on April 19, 2024 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

In accordance with the U.S. Securities and Exchange Commission rules, we sent a Notice of Internet Availability of Proxy Materials on or about May 1, 2024, and we provided access to our proxy materials over the Internet at https://investors.smartsheet.com to the holders of record of our Class A common stock as of the Record Date. A list of shareholders entitled to vote at the Annual Meeting will be available at our principal executive offices 10 days prior to the Annual Meeting. If you would like to view the shareholder list, please contact our Investor Relations Department at investorrelations@smartsheet.com. This list will also be available at the Annual Meeting.

Holders of our Class A common stock and persons holding proxies from such shareholders may attend the Annual Meeting. If your shares are registered in your name, you must provide evidence of identification to attend the Annual Meeting. If your shares are held in the name of a broker, trust, bank, or other nominee, you must bring a proxy from that broker, trust, bank, or other nominee that confirms you are the beneficial owner of those shares.

By order of the Board of Directors,

Jolene Marshall

Chief Legal Officer and Secretary

Bellevue, Washington, USA

May 1, 2024

YOUR VOTE IS IMPORTANT

All shareholders are cordially invited to virtually attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the Internet, by telephone, or, if you received a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing, and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote during the Annual Meeting, then you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may revoke your proxy automatically by (i) voting online at the Annual Meeting, or (ii) delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.

We strongly recommend that you vote your shares in advance of the Annual Meeting to ensure your shares are represented, even if you plan to attend the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, JUNE 18, 2024: THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT HTTPS://INVESTORS.SMARTSHEET.COM

TABLE OF CONTENTS


Item						Page
GENERAL INFORMATION CONCERNING THE PROXY STATEMENT, PROXIES, AND VOTING AT THE ANNUAL MEETING						1
CORPORATE GOVERNANCE						8
Director Independence						9
Committees of the Board of Directors						9
Board Leadership Structure						13
Board Qualifications and Director Nominations						13
Board Diversity						13
Risk Oversight						14
Shareholder Engagement						15
PROPOSAL 1: ELECTION OF DIRECTORS						17
Director Nominees						18
Continuing Directors						21
NON-EMPLOYEE DIRECTOR COMPENSATION						24
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						27
PROPOSAL 3: ADVISORY NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS						28
AUDIT COMMITTEE REPORT						29
EXECUTIVE OFFICERS						30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS						31
EXECUTIVE COMPENSATION						34
Compensation Discussion & Analysis						34
Elements of Executive Compensation Program						42
Compensation Committee Report						56
Compensation Tables						58
CEO Pay Ratio Disclosure						63
PAY VERSUS PERFORMANCE						66
EQUITY COMPENSATION PLAN INFORMATION						70
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS						71
ADDITIONAL INFORMATION						72


Total Number of Directors	12
Part I: Gender Identity	Female	Male
Directors	4	8
Part II: Demographic Background
African American or Black	1
Asian		1
Hispanic or Latinx	1
White	1	7
Other	1


Name	Member Since	Age	Class
Alissa Abdullah (1)(2)	2021	50	Class III
Michael Gregoire (2)	2019	58	Class III
Katie Rooney (1)	2024	45	Class I
Khozema Shipchandler (1)	2023	50	Class II
Rowan Trollope (2)(3)	2020	51	Class III


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE BOARD'S NOMINEES.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	Total ($)
Alissa Abdullah(4)	52,500	184,886	237,386
Geoffrey T. Barker(5)	47,022	184,886	231,908
Brent Frei	42,500	184,886	227,386
Elena Gomez(6)	52,500	184,886	237,386
Michael Gregoire	60,477	184,886	245,363
Matthew McIlwain	50,000	184,886	234,886
Khozema Shipchandler(7)	29,402	302,582	331,984
Rowan Trollope	46,500	184,886	231,386
James N. White	49,000	184,886

SEC Form DEF 14A filed by Smartsheet Inc.