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):  August 3, 2022

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.)

500 108th Ave. NE, Ste. 200
Bellevue,	WA
98004
(Address of principal executive offices and zip code)
(844)	324-2360
(Registrant’s telephone number, including area code)
10500 NE 8th St., Ste. 1300
Bellevue,	WA
98004
(Former address)

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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Dennis Durkin to the Board of Directors

On August 3, 2022, the Board of Directors (the “Board”) of Smartsheet Inc. (the “Company”), on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dennis Durkin as a member of the Board, effective immediately. Mr. Durkin joins the Board as a Class II director. Mr. Durkin has also been appointed to serve on the Board’s Audit Committee. The Board has determined that Mr. Durkin satisfies the independence requirements set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the applicable New York Stock Exchange (“NYSE”) listing standards, is financially literate, and is considered an “audit committee financial expert” as defined by the U.S. Securities and Exchange Commission (the “SEC”). In connection with Mr. Durkin’s appointment, the Board also approved an increase in the authorized number of members of the Board from 10 to 11. In accordance with the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, and in accordance with his term as a Class II director, Mr. Durkin’s initial term of Board service will expire at the 2023 Annual Meeting of Shareholders.

Mr. Durkin served as Chief Financial Officer of Activision Blizzard Inc. (“Activision”), an interactive entertainment and gaming corporation, from January 2019 until his retirement in May 2021. Prior to that, he served as Activision’s Chief Corporate Officer from May 2017 to January 2019, and as Chief Financial Officer from March 2012 to May 2017. Prior to that, Mr. Durkin held various leadership positions at Microsoft Corporation, a multinational technology corporation, from 1999 to 2012, most recently as Corporate Vice President, and Chief Operating and Financial Officer, of the Interactive Entertainment Business. Before joining Microsoft Corporation, Mr. Durkin was a financial analyst at Alex Brown and Company, an investment company. Mr. Durkin has served on the board of directors of On Holding AG, a performance sportswear brand, since May 2022. Mr. Durkin holds a B.A. in Government from Dartmouth College and a M.B.A. from Harvard University. The Company believes that Mr. Durkin’s senior finance executive experience at technology companies qualifies him to serve on the Board.

In connection with his service as a director, Mr. Durkin will receive the standard compensation received by non-employee directors, which consists of an annual cash retainer of $35,000 for his service as a director, which will be prorated for his first partial service year, and an initial appointment grant of restricted stock units under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), a copy of which is attached as Exhibit 10.4 to the Company’s Form S-1/A filed with the SEC on April 16, 2018, equal to a number of shares calculated based on the quotient of $300,000 divided by the average daily closing price of the Company’s Class A Common Stock on the NYSE in the 10 trading days ending two trading days preceding the date of grant (the “Initial Appointment Grant”). One-third of the shares subject to the Initial Appointment Grant will vest on each of the first three anniversaries following the date of grant so long as Mr. Durkin serves as a director of the Company through each vesting date. Mr. Durkin will also receive an annual cash retainer of $10,000 for his service on the Audit Committee, which will be prorated for his first partial service year.

Mr. Durkin and the Company have entered into an indemnification agreement in substantially the same form as Exhibit 10.1 to the Company’s Form S-1/A filed with the SEC on April 16, 2018.

There is no arrangement or understanding pursuant to which Mr. Durkin was appointed to the Board. There are no family relationships between Mr. Durkin and any director or executive officer of the Company, and Mr. Durkin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01 - Other Events.

A copy of the press release announcing Mr. Durkin’s appointment as director is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 - Financial Statements and Exhibits

(d)                                 Exhibits.

Exhibit No.	Description
99.1	Press release dated August 5, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Pete Godbole
		Name:	Pete Godbole
		Title:	Chief Financial Officer & Treasurer
Date:	August 5, 2022

EX-99.1

Smartsheet Names Dennis Durkin to Board of Directors

Former CFO brings deep expertise in growing and scaling businesses to Smartsheet team

BELLEVUE, Wash., August 5, 2022 -- Smartsheet, the enterprise platform for dynamic work, today announced the appointment of Dennis Durkin to its board of directors. He will also serve on the board’s Audit Committee. Durkin, former Chief Financial Officer of Activision Blizzard and Chief Operating and Financial Officer of Microsoft’s Interactive Entertainment Business, brings a depth and breadth of experience to Smartsheet, with a focus on growing and scaling global digital businesses and communities.

“Dennis combines deep financial expertise with a proven ability to scale enterprises,” said Mark Mader, President and CEO of Smartsheet. “His financial experience in product-led growth and refining digital business models will serve us well as we continue to land, expand and climb with our customers and empower them to drive meaningful change.”

Durkin’s appointment comes during a period of continued growth for Smartsheet during which the company is experiencing both strong logo growth and setting new high water marks for large enterprise deployments.

“The collaborative work management space is where companies on their digital transformation journey are investing and seeing big impact,” Durkin said. “I’m looking forward to helping Smartsheet cement the company’s leadership position via durable, long-term growth."

Durkin is an advisor and investor who also currently serves on the boards of ON Holdings and Oura Health. During his tenure at Activision Blizzard, in a variety of roles including over seven years as CFO, he helped grow the company’s enterprise value from approximately $10 billion to more than $70 billion. Prior to that, Durkin spent nearly 13 years at Microsoft, where he was most recently the CFO and COO of the Interactive Entertainment Business, which included the Xbox, Xbox Live and Games businesses. Durkin holds a BA in Government from Dartmouth College and an MBA from Harvard Business School.

About Smartsheet

Smartsheet (NYSE: SMAR) is the enterprise platform for dynamic work. By aligning people and technology so organizations can move faster and drive innovation, Smartsheet enables its millions of users to achieve more. Visit www.smartsheet.com to learn more.

Forward-Looking Statements

This press release contains “forward-looking” statements that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, statements about Smartsheet’s expectations regarding possible or assumed business strategies, potential growth and innovation opportunities, new products, and potential market opportunities.

Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements include all statements that are not historical facts and can be

identified by terms such as “believe,” “continue,” “could,” “potential,” “remain,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: our ability to achieve future growth and sustain our growth rate, our ability to attract and retain talent, our ability to attract and retain customers (including government customers) and increase sales to our customers, our ability to develop and release new products and services and to scale our platform, our ability to increase adoption of our platform through our self-service model, our ability to maintain and grow our relationships with channel and strategic partners, the highly competitive and rapidly evolving market in which we participate, our ability to identify targets for, execute on, or realize the benefits of, potential acquisitions, and our international expansion strategies. Further information on risks that could cause actual results to differ materially from forecasted results is included in our filings with the U.S. Securities and Exchange Commission (SEC), including our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022 filed with the SEC on June 7, 2022. Any forward-looking statements contained in this press release are based on assumptions that we believe to be reasonable as of this date. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

XML

Cover Cover	Aug. 03, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 03, 2022
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	500 108th Ave. NE, Ste. 200
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
Entity Addresses [Line Items]
Entity Address, Address Line One	500 108th Ave. NE, Ste. 200
Entity Address, City or Town	Bellevue,
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004
Former Address
Cover [Abstract]
Entity Address, Address Line One	10500 NE 8th St., Ste. 1300
Entity Address, City or Town	Bellevue,
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004
Entity Addresses [Line Items]
Entity Address, Address Line One	10500 NE 8th St., Ste. 1300
Entity Address, City or Town	Bellevue,
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004