8-K

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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Cover Cover	Jun. 18, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 17, 2020
Entity Registrant Name	Smartsheet Inc.
Entity Incorporation, State or Country Code	WA
Entity File Number	001-38464
Entity Tax Identification Number	20-2954357
Entity Address, Address Line One	10500 NE 8th Street, Suite 1300
Entity Address, City or Town	Bellevue,
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004
City Area Code	(844)
Local Phone Number	324-2360
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, no par value per share
Trading Symbol	SMAR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001366561
Amendment Flag	false