SEC Form DEFR14A filed by HashiCorp Inc.

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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. 1)

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

HASHICORP, INC.

(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):

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 HashiCorp, Inc.

July 9, 2024

AMENDMENT TO THE PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA WEBCAST ON JULY 15, 2024

This amendment, dated July 9, 2024 (which we refer to as this “amendment”), amends and supplements the definitive proxy statement on Schedule 14A, dated June 13, 2024 (as it may be amended or supplemented from time to time, the “proxy statement”), filed by HashiCorp, Inc. (which we refer to as “HashiCorp,” “we,” “our,” “us” and similar words). Terms used in this amendment that are not defined have the meaning given to them in the proxy statement.

As of the date of this amendment, HashiCorp is aware of three complaints (which we refer to collectively as the “complaints”) that have been filed by purported stockholders of HashiCorp against HashiCorp and members of the HashiCorp Board seeking to enjoin the merger and to obtain other relief. One complaint (captioned Graff v. HashiCorp, Inc., et al., No. 4:24-cv-03468-DMR, filed on June 10, 2024) has been filed in the U.S. District Court for the Northern District of California; this complaint has been voluntarily dismissed with prejudice. Two complaints (captioned Collins v. HashiCorp, Inc., et al., Index No. 653188/2024, filed on June 25, 2024, and Carroll v. HashiCorp, Inc., et al., Index No. 653260/2024, filed on June 26, 2024) have been filed in the Supreme Court of the State of New York, County of New York.

The two pending complaints assert claims against the defendants for breach of fiduciary duties for issuing the proxy statement with alleged omissions and misrepresentations of material information. The two pending complaints seek, among other relief, to enjoin HashiCorp from proceeding with the merger unless and until HashiCorp cures certain alleged disclosure deficiencies in the proxy statement and for an award of attorneys’ fees and costs.

In addition to the complaints, as of the date of this amendment, HashiCorp has received 14 demand letters (which are referred to collectively as the “demand letters”) from purported stockholders of HashiCorp with respect to the merger. The allegations in the demand letters regarding the proxy statement are substantially similar to the allegations in the complaints regarding the proxy statement.

The purpose of this amendment is to provide supplemental information in the proxy statement (which we refer to as the “supplemental disclosures”). Except as described in the supplemental disclosures, the information provided in the proxy statement is not amended, supplemented or otherwise modified. If information in the supplemental disclosures differs from or updates information contained in the proxy statement, then the information in the supplemental disclosures is more current and supersedes the different information contained in the proxy statement.

THE SUPPLEMENTAL DISCLOSURES SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT AND THE PROXY STATEMENT SHOULD BE READ IN ITS ENTIRETY.

HashiCorp does not believe the supplemental disclosures are required or necessary under any applicable laws. However, solely to minimize the expense and distraction, and to avoid the uncertainty, of any litigation, HashiCorp is electing to make the supplemental disclosures set forth below in response to the two pending complaints and the demand letters. HashiCorp denies the allegations in the complaints and the demand letters, and denies that any violation of law has occurred. HashiCorp believes that the proxy statement disclosed all material information required to be disclosed and denies that any of the supplemental disclosures are material or are otherwise required to be disclosed. Nothing in the supplemental disclosures should be deemed an admission of the legal necessity or materiality of any supplemental disclosures under any applicable laws.

Supplemental Disclosures

All paragraph headings and page references refer to the headings and pages in the proxy statement before any additions or deletions resulting from the supplemental disclosures or any other amendments. The supplemental disclosures are identified below by bold, underlined text. Stricken-through text shows text being deleted from a referenced disclosure in the proxy statement.

Transaction Summary

A new second paragraph is added under the caption “Litigation Relating to the Merger” on page 14. As a result, the existing second paragraph is revised as indicated below and is now the third paragraph.

The Merger

The third paragraph on page 40, under the caption “Background of the Merger,” is amended and restated to read as follows:

The first paragraph on page 42, under the caption “Background of the Merger,” is amended and restated to read as follows:

The seventh paragraph on page 42, under the caption “Background of the Merger,” is amended and restated to read as follows:

The last paragraph on page 43, under the caption “Background of the Merger,” is amended and restated to read as follows:

The first full paragraph on page 53, under the caption “Opinion of Qatalyst Partners LP,” is amended and restated to read as follows:

In arriving at its opinion, Qatalyst Partners reviewed a draft of the merger agreement, certain related documents and certain publicly available financial statements and other business and financial information of HashiCorp. Qatalyst Partners also reviewed the Financial Projections (which, for purposes of this section captioned “—Opinion of Qatalyst Partners LP” only, refers only to the HashiCorp Long-Term Plan as defined in the section of this proxy statement captioned “—Background of the Merger”).as defined in the section of this proxy statement captioned “The Merger—Financial Projections.” Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of HashiCorp with senior management of HashiCorp. Qatalyst Partners also reviewed the historical market prices and trading activity for HashiCorp’s Class A common stock and compared the financial performance of HashiCorp and the prices and trading activity of HashiCorp’s Class A common stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

Item “(c),” of the bulleted list on page 54, under the first paragraph of the section captioned “Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis,” is amended and restated to read as follows:

The chart on page 55, under the second paragraph of the section captioned “Opinion of Qatalyst Partners LP—Selected Companies Analysis,” is amended and restated to read as follows:

The chart beginning on page 56, under the first paragraph of the section captioned “Opinion of Qatalyst Partners LP—Selected Transactions Analysis,” is amended and restated to read as follows:

The second paragraph on page 58, in the section captioned “Opinion of Qatalyst Partners LP—Selected Transactions Analysis,” is amended and restated to read as follows:

Based on the analysis of the NTM revenue multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 5.0x to 9.5x, then applied this range to HashiCorp’s estimated next-twelve months’ revenue (calculated as the 12-month period ending January 31, 2025) based on the Street Estimates of $646 million. Based on the fully diluted shares of our common stock outstanding as of April 22, 2024 (calculated utilizing the same methodology as used in the above discounted cash flow analysis) as provided by management of HashiCorp, this analysis implied a range of values for our common stock of approximately $20.61 to $33.87 per share.

The second and third paragraphs under the caption “Financial Projections,” on page 59, are amended and restated to read as follows:

As part of HashiCorp’s exploration and evaluation of a sale of HashiCorp and other strategic alternatives available to HashiCorp (including continuing as an independent company), the HashiCorp Long-Term Plan was prepared by HashiCorp management and reviewed with the HashiCorp Board and the M&A Committee. In addition, for the use and information of the M&A Committee and the HashiCorp Board, HashiCorp management prepared various sensitivities to the financial and operating results implied by the HashiCorp Long-Term Plan, including sensitivities for an upside scenario that assumed improved sales productivity and operating margins. The HashiCorp Long-Term Plan was provided to, and approved by the HashiCorp Board for use by, Qatalyst Partners for purposes of performing its financial analyses in connection with rendering its opinion to the HashiCorp Board, as described in the section of this proxy statement captioned “—Opinion of Qatalyst Partners.” As part of its consideration of the HashiCorp Long-Term Plan, on March 28, 2024, the HashiCorp Board also reviewed sensitivities to the HashiCorp Long-Term Plan that reflected an upside scenario for HashiCorp’s fiscal years 2025 through 2029 and that assumed improved sales productivity and operating margins relative to the HashiCorp Long-Term Plan (which sensitives we refer to as the “Upside Sensitivities”). The HashiCorp Board did not adopt the Upside Sensitivities, and Qatalyst Partners did not use the Upside Sensitivities for purposes of performing its financial analyses in connection with rendering an opinion to the HashiCorp Board. Prospective financial information for HashiCorp’s fiscal years 2024 through 2026 included in a draft of the HashiCorp Long-Term Plan, (which we refer to as the “Draft HashiCorp Long-Term Plan,”), as well as sensitivities to the Draft HashiCorp Long-Term Plan that reflected an upside scenario for HashiCorp’s fiscal years 2024 through 2026 (which we refer to as the “Draft Upside Sensitivities”), werewas provided to, and discussed with, IBM and certain other potential acquirers of HashiCorp as part of such parties’ respective due diligence review of HashiCorp. In addition, prospective financial information included in HashiCorp’s budget for fiscal year 2025 was also provided to, and discussed with, IBM as part of its due diligence review of HashiCorp; HashiCorp’s budget for fiscal year 2025 was reflected in the HashiCorp Long-Term Plan.

We refer to the HashiCorp-Long Term Plan, andthe Draft HashiCorp Long-Term Plan, the Upside Sensitivities and the Draft Upside Sensitivities together as the “Financial Projections.” For more information on the preparation, review and use of the Financial Projections, see the section of this proxy statement captioned “—Background of the Merger.”

The chart under the third paragraph on page 61, under the caption “Financial Projections,” is amended and restated, and one new paragraph and one new chart are added thereunder, to read as follows:

The following new paragraph and new chart are added to the end of the section captioned “Financial Projections,” on page 62:

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that the named executive officers (other than Mr. Sweeney, who is no longer one of our employees) each experiences an involuntary termination or qualifying termination (as applicable) immediately following the effective time that results in severance benefits becoming payable to such named executive officer under his or her severance agreement or IBM offer letter, as applicable. In Ms. St. Ledger’s case, she will be entitled to full accelerated vesting of her outstanding equity awards so long as she remains a member of the HashiCorp Board through immediately prior to the closing of the merger; in such case, (i) the value reported for her in the “Equity” column of the table immediately below (and in the “Value of HashiCorp RSUs” and “Total” columns in the table in footnote (2) to the table immediately below) would be $12,246,395 and (ii) the value reported for her in the “Total” column of the table immediately below would be $12,917,365.

A new second paragraph is added under the caption “Litigation Relating to the Merger” on page 81 of the proxy statement. As a result, the existing second paragraph is revised as indicated below and is now the third paragraph.

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