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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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To elect two Class I directors to hold office until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal;
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To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021; and
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To transact any other business that properly comes before the Annual Meeting (including adjournments, continuations, and postponements thereof).
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What matters are being voted on at the Annual Meeting?
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You will be voting on:
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The election of two Class I directors to serve until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified;
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A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021; and
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Any other business as may properly come before the Annual Meeting.
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How does the board recommend that I vote on these proposals?
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Our board recommends a vote:
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“FOR” the election of Stewart Butterfield and John O’Farrell as Class I directors; and
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“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021.
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Who is entitled to vote?
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Holders of either class of our common stock at the close of business as of April 21, 2020, the record date for our Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 425,483,597 shares of our Class A common stock and 136,408,495 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are sometimes collectively referred to in this Proxy Statement as our “common stock.”
Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, Computershare, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote by Internet during the meeting or vote through the Internet, by telephone, or if you request or receive paper proxy materials by mail, by filling out and returning the proxy card. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.”
Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares if you follow the instructions you receive from your broker, bank, or nominee. You can also choose to vote your shares before the Annual Meeting by Internet or telephone or by Internet during the Annual Meeting, in each case by using the 16-digit control number, which is in the instructions accompanying your proxy materials, if your broker, bank, or nominee makes those instructions available. Beneficial owners are also invited to attend the Annual Meeting.
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What do I need to be able to attend the Annual Meeting online?
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We will be hosting our Annual Meeting via live audio webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/WORK2020. The webcast will start at 10:00 a.m. Pacific Time on June 19, 2020. Stockholders may vote and ask questions while attending the Annual Meeting online, although we urge you to vote before the meeting using this proxy for efficiency of administration. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.
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What if I have technical difficulties or trouble accessing the Annual Meeting?
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If you encounter any technical difficulties with accessing the audio webcast on the meeting day, please call the technical support number posted on www.virtualshareholdermeeting.com/WORK2020. Technical support will be available starting at 9:30 am Pacific Time, 30 minutes before the meeting start time, on June 19, 2020 and will remain available until the Annual Meeting has ended.
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How many votes are needed for the approval of each proposal?
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Proposal One. The election of directors requires a plurality of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “For” such nominees are elected as directors. As a result, any shares not voted “For” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “For” or “Withhold” on each of the nominees for election as a director.
Proposal Two. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2021 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” this proposal.
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What is the quorum requirement?
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A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our bylaws and Delaware law. The presence, in person or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote on the Record Date will constitute a quorum at the Annual Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for the purposes of determining a quorum.
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How do I vote?
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If you are a stockholder of record, there are four ways to vote:
(1)
by Internet at www.proxyvote.com 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 18, 2020 (have your Notice or proxy card in hand when you visit the website);
(2)
by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 18, 2020 (have your Notice or proxy card in hand when you call);
(3)
by completing and mailing your proxy card (if you received printed proxy materials); or
(4)
by Internet during the Annual Meeting. Instructions on how to attend and vote at the Annual Meeting are described at www.virtualshareholdermeeting.com/WORK2020.
In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern Time on June 18, 2020. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting.
If you are a street name stockholder, please follow the instructions from your broker, bank, or other nominee to vote by Internet, telephone, or mail before the meeting, or by Internet during the Annual Meeting, in each case by using the 16-digit control number, which is in the instructions accompanying your proxy materials, if your broker, bank, or nominee makes those instructions available.
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Can I change my vote?
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Yes. If you are a stockholder of record, you can change your vote or revoke your proxy by:
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notifying our Corporate Secretary, in writing, at Slack Technologies, Inc., 500 Howard Street, San Francisco, California 94105. Such notice must be received at the above location before 11:59 p.m. Eastern Time on June 18, 2020;
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voting again using the telephone or Internet before 11:59 p.m. Eastern Time on June 18, 2020 (your latest telephone or Internet proxy is the one that will be counted); or
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attending and voting during the Annual Meeting. Simply logging into the Annual Meeting will not, by itself, revoke your proxy.
In light of shelter-in-place restrictions currently in place due to the recent coronavirus outbreak (“COVID-19”), we encourage stockholders to change their vote by voting again using the telephone or Internet.
If you are a street name stockholder, you may revoke any prior voting instructions by contacting your broker, bank or other nominee or by attending the Annual Meeting and voting by Internet during the meeting by using the 16-digit control number, which is in the instructions accompanying your proxy materials, if your broker, bank, or nominee makes those instructions available.
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What is the effect of giving a proxy?
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Proxies are solicited by and on behalf of our board. Stewart Butterfield, Allen Shim, and David Schellhase have been designated as proxy holders by our board. When proxies are properly granted, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, continued, or postponed, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.
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What is the effect of abstentions and broker non-votes?
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Votes withheld from any nominee, abstentions, and “broker nonvotes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld” have no effect on the election of directors. Abstentions have the same effect as a vote “against” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021.
Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter, the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2021. Absent direction from you, your broker will not have discretion to vote on Proposal One (election of directors), which is a “non-routine” matter.
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Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
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In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this Proxy Statement and our 2020 Annual Report, primarily via the Internet. On or about May 5, 2020, we mailed to our stockholders a Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the meeting and how to request printed copies of the proxy materials and 2020 Annual Report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.
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Where can I find the voting results of the Annual Meeting?
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We will announce preliminary results at the Annual Meeting. We will also disclose final results by filing a Current Report on Form 8-K within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.
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How are proxies solicited for the Annual Meeting?
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Our board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.
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I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
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We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at:
Slack Technologies, Inc.
Attention: Investor Relations
500 Howard Street
San Francisco, California 94105
(415) 630-7943
In light of shelter-in-place restrictions currently in place due to COVID-19, we encourage stockholders to contact us by telephone instead of physical mail to help ensure timely receipt of any request for proxy materials.
Street name stockholders may contact their broker, bank, or other nominee to request information about householding.
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What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?
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Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2021 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than January 5, 2021. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
Slack Technologies, Inc.
Attention: Corporate Secretary
500 Howard Street
San Francisco, California 94105
Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our board or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely for the 2021 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:
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not earlier than January 5, 2021; and
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not later than the close of business on February 4, 2021.
In the event we hold the 2021 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, then, for notice by the stockholder to be timely, it must be received by the Corporate Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting, or the tenth day following the day on which public announcement of the date of such annual meeting is first made.
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her, or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.
Nomination of Director Candidates
Holders of our common stock may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations must include the nominee’s name and qualifications for membership on our board and be directed to our Corporate Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Corporate Governance—Stockholder Recommendations.”
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In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, a stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.
Availability of Bylaws
A copy of our bylaws is available via the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
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What does being an “emerging growth company” mean?
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We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies. These provisions include:
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an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal controls over financial reporting;
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an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;
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reduced disclosure about our executive compensation arrangements; and
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exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements.
We will remain an emerging growth company until the earliest to occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary of the direct listing of our Class A common stock (our “direct listing”) on the New York Stock Exchange (the “NYSE”). We may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. In addition, under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to avail ourselves of this extended transition period for complying with new or revised accounting standards. Accordingly, we will not be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”
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Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.
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Why is this Annual Meeting being held virtually?
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We are excited to embrace the latest technology to provide ease of access, real-time communication, and cost savings for our stockholders and our Company. Hosting a virtual meeting provides easy access for our stockholders and facilitates participation since stockholders can participate from any location around the world.
You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/WORK2020. You also will be able to vote your shares electronically prior to or during the Annual Meeting.
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How can I submit a question at the Annual Meeting?
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If you would like to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/WORK2020 by using the 16-digit control number, which is on your Notice, your proxy card, or in the instructions accompanying your proxy materials, type your question into the “Ask a Question” field, and click “Submit.”
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Name
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Age
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Positions and Offices Held with the Company
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Class
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Employee Directors:
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Stewart Butterfield
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47
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Co-Founder, Chief Executive Officer, and Chairperson of the Board
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Class I
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Non-Employee Directors:
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Andrew Braccia(2)
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44
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Director
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Class II
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Edith Cooper(2)(3)
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58
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Director
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Class III
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Sarah Friar(1)
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47
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Director
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Class II
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Sheila B. Jordan(1)
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55
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Director
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Class III
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Michael M. McNamara(2)(3)
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63
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Director
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Class II
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John O’Farrell(1)(4)
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61
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Director
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Class I
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Graham Smith(1)(3)
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60
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Director
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Class III
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(1)
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Member of the audit and risk committee.
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(2)
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Member of the compensation committee.
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(3)
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Member of the nominating and corporate governance committee.
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(4)
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Lead independent director.
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Periodically review and make necessary changes to the charters for our audit and risk, compensation, and nominating and corporate governance committees;
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Have established disclosures control policies and procedures in accordance with the requirements of the Sarbanes-Oxley Act and the rules and regulations of the SEC;
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Have a procedure for receipt and treatment of anonymous and confidential complaints or concerns regarding audit or accounting matters in place; and
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Have a code of conduct that applies to our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers.
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Director Independence - Independent directors must constitute at least a majority of our board;
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Monitoring Board Effectiveness - Our board must conduct an annual self-evaluation of our board and its committees;
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Board Access to Independent Advisors - Our board as a whole, and each of its committees separately, have authority to retain independent experts, advisors, or professionals as each deems necessary or appropriate; and
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Board Committees - All members of the audit and risk, compensation, and nominating and corporate governance committees are independent in accordance with applicable NYSE criteria.
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selects and hires a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
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supervises and evaluates the independent registered public accounting firm;
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evaluates the independence of the independent registered public accounting firm;
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discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with management and the independent registered public accounting firm, our interim and year-end results of operations;
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approves audited financial information and the audit and risk committee report;
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oversees procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
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reviews major financial risk exposures, information security risk, and cybersecurity risk;
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reviews related party transactions;
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obtains and reviews a report by the independent registered public accounting firm at least annually, that describes our internal control procedures, any material issues with such procedures and any steps taken to deal with such issues;
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reviews disclosure controls and procedures; and
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approves (or, as permitted, pre-approves) all audit and all permissible non-audit services and fees, to be performed by the independent registered public accounting firm.
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reviews, approves, and determines, or makes recommendations to our board regarding, the compensation of our executive officers;
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administers our stock and equity incentive plans;
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reviews and approves, or make recommendations to our board regarding, incentive compensation and equity plans; and
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establishes and reviews general policies relating to the compensation and benefits offered to our employees.
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identifies, evaluates, and selects, or makes recommendations to our board regarding, nominees for election to our board and its committees;
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evaluates the performance of our board, its committees, and individual directors;
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considers and makes recommendations to our board regarding the composition of our board and its committees;
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reviews developments in corporate governance practices;
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evaluates the adequacy of our corporate governance practices and reporting; and
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develops and makes recommendations to our board regarding corporate governance guidelines and matters.
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Annual Retainer for Board Membership
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Annual service on the board
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$
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35,000
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Annual service on the board as lead independent director
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$
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20,000
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Additional Annual Retainer for Committee Membership
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Annual service as member of the audit and risk committee (other than chair)
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$
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10,000
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Annual service as chair of the audit and risk committee
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$
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20,000
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Annual service as member of the compensation committee (other than chair)
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$
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7,500
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Annual service as chair of the compensation committee
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$
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15,000
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Annual service as member of the nominating and corporate governance committee (other than chair)
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$
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4,000
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Annual service as chair of the nominating and corporate governance committee
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$
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8,000
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Name
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Fees Earned or Paid In
Cash ($)(1)
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Stock Awards ($)(2)
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Total
($)
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Andrew Braccia(3)
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27,602
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—
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27,602
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Edith Cooper(4)
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37,668
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—
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37,668
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Sarah Friar(5)
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29,226
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|
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—
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29,226
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Sheila B. Jordan(6)
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12,704
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223,140
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235,844
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Michael M. McNamara(7)
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6,111
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301,962
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308,073
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Chamath Palihapitiya(8)
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17,120
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—
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17,120
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John O’Farrell(9)
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42,215
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|
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—
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|
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42,215
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Graham Smith(10)
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38,318
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|
|
1,663,536
|
|
|
1,701,854
|
|
(1)
|
The amounts reported represent annual cash retainer amounts paid to each of our non-employee directors from the date of our direct listing through the end of fiscal year 2020 pursuant to our Non-Employee Director Compensation Policy. Our annual cash retainers are paid quarterly and were paid pro-rata for service in the second quarter of fiscal year 2020, and our annual cash retainers were paid pro-rata to directors who joined our board after the beginning of a quarter. Prior to our Non-Employee Director Compensation Policy becoming effective upon our direct listing, we did not provide any cash compensation to our non-employee directors for their service on our board.
|
(2)
|
Unless otherwise noted below, the amounts reported represent the grant date fair value of the RSUs granted during fiscal year 2020 under our 2019 Stock Option and Incentive Plan (the “2019 Plan”), as computed in accordance with FASB ASC 718. Such grant value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2020 filed with the SEC on March 12, 2020. The amounts reported in this column reflect the accounting cost for these awards and does not correspond to the actual economic value that may be received by the director upon vesting, settlement, or sale of any of the underlying shares of our Class A common stock or Class B common stock, as applicable.
|
(3)
|
As of January 31, 2020, Mr. Braccia did not have any outstanding equity awards.
|
(4)
|
As of January 31, 2020, Ms. Cooper held 136,714 RSUs for our Class B common stock.
|
(5)
|
As of January 31, 2020, Ms. Friar held 126,881 restricted shares of our Class B common stock that are subject to risk of forfeiture through the David Riley and Sarah Friar Revocable Trust dated August 11, 2006.
|
(6)
|
Ms. Jordan joined our board in September 2019. As of January 31, 2020, Ms. Jordan held 9,817 RSUs for our Class A common stock, which were granted in connection with her appointment to our board in accordance with the Non-Employee Director Compensation Policy. The RSUs vest in three equal annual installments commencing September 25, 2020, subject to her continued service through each such date. Upon Ms. Jordan’s service to us through a sale event of the Company, 100% of the RSUs shall immediately vest.
|
(7)
|
Mr. McNamara joined our board in December 2019. As of January 31, 2020, Mr. McNamara held 13,941 RSUs for our Class A common stock, which were granted in connection with his appointment to our board in accordance with the Non-Employee Director Compensation Policy. The RSUs vest in three equal annual installments commencing December 4, 2020, subject to his continued service through each such date. Upon Mr. McNamara’s service to us through a sale event of the Company, 100% of the RSUs shall immediately vest.
|
(8)
|
Mr. Palihapitiya resigned from our board in December 2019. As of January 31, 2020, Mr. Palihapitiya did not have any outstanding equity awards.
|
(9)
|
As of January 31, 2020, Mr. O’Farrell did not have any outstanding equity awards.
|
(10)
|
In December 2018, Mr. Smith was granted an RSU award for 210,000 shares of our Class B common stock (the “Original RSU”). In March 2019, the Original RSU was canceled and Mr. Smith was granted a restricted stock award for 210,000 shares of Class B common stock under our 2009 Stock Plan, as amended (the “2009 Plan”). With respect to such award, 1/3rd of the shares vested and were no longer subject to our right of repurchase on December 11, 2019, and the remaining
|
Fee Category
|
Fiscal Year 2020
|
|
Fiscal Year 2019
|
||||
Audit Fees(1)
|
$
|
1,452,266
|
|
|
$
|
2,372,313
|
|
Tax Fees(2)
|
—
|
|
|
7,500
|
|
||
All Other Fees(3)
|
1,780
|
|
|
1,780
|
|
||
Total Fees
|
$
|
1,454,046
|
|
|
$
|
2,381,593
|
|
(1)
|
Audit Fees consist of fees for professional services provided in connection with the audit of our consolidated financial statements, including reviews of our quarterly condensed consolidated financial statements and accounting consultations billed as audit services. This category also includes fees for services incurred in connection with our direct listing.
|
(2)
|
Tax Fees consist of fees for professional services for domestic and international tax advisory services.
|
(3)
|
All Other Fees consist of aggregate fees billed for products and services provided by the independent registered public accounting firm other than those disclosed above, which include subscription fees paid for access to online accounting research software applications and data and permissible advisory services.
|
Name
|
|
Age
|
|
Positions
|
|
Stewart Butterfield
|
|
47
|
|
|
Co-Founder, Chief Executive Officer, and Chairperson of the Board
|
Allen Shim
|
|
39
|
|
|
Chief Financial Officer
|
Robert Frati
|
|
51
|
|
|
Senior Vice President of Sales and Customer Success
|
Cal Henderson
|
|
39
|
|
|
Co-Founder, Chief Technology Officer
|
David Schellhase
|
|
56
|
|
|
General Counsel, Secretary
|
Tamar Yehoshua
|
|
55
|
|
|
Chief Product Officer
|
•
|
Stewart Butterfield, our Co-Founder, Chief Executive Officer and Chairperson of the Board;
|
•
|
Robert Frati, our President, Senior Vice President of Sales and Customer Success; and
|
•
|
Allen Shim, our Chief Financial Officer.
|
Name and Principal Position
|
Year
|
|
Salary
($)
|
|
Stock Awards
($)(1)
|
|
Option
Awards
($)(2)
|
|
Non-Equity Incentive Plan Compensation
($)(3)
|
|
All Other Compensation
($)(4)
|
|
Total ($)
|
||||||
Stewart Butterfield
|
2020
|
|
430,000
|
|
|
3,453,713
|
|
|
0
|
|
|
0
|
|
|
285,421
|
|
|
4,169,134
|
|
Chief Executive Officer(5)
|
2019
|
|
356,952
|
|
|
9,798,113
|
|
|
0
|
|
|
136,715
|
|
|
55,466
|
|
|
10,347,246
|
|
Robert Frati
|
2020
|
|
450,000
|
|
|
2,917,500
|
|
|
665,281
|
|
|
283,111
|
|
|
4,346
|
|
|
4,320,238
|
|
Senior Vice President of Sales and Customer Success
|
2019
|
|
450,000
|
|
|
758,840
|
|
|
0
|
|
|
331,087
|
|
|
4,000
|
|
|
1,543,927
|
|
Allen Shim
|
2020
|
|
365,000
|
|
|
2,567,400
|
|
|
455,192
|
|
|
50,188
|
|
|
4,439
|
|
|
3,442,219
|
|
Chief Financial Officer
|
2019
|
|
320,000
|
|
|
3,357,900
|
|
|
0
|
|
|
122,880
|
|
|
4,094
|
|
|
3,804,874
|
|
(1)
|
The amounts reported represent the aggregate grant date fair value of the restricted stock or RSUs awarded to the named executive officers during fiscal year 2020 and fiscal year 2019, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2020 filed with the SEC on March 12, 2020. The amounts reported in this column reflect the accounting cost for these awards and does not correspond to the actual economic value that may be received by the named executive officer upon vesting, settlement, or sale of any of the underlying shares common stock.
|
(2)
|
The amounts reported represent the aggregate grant date fair value of the stock options awarded to the named executive officers during fiscal year 2020, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2020 filed with the SEC on March 12, 2020. The amounts reported in this column reflect the accounting cost for these awards and does not correspond to the actual economic value that may be received by the named executive officer upon vesting, settlement, or sale of any of the underlying shares of Class B common stock.
|
(3)
|
The amounts represent annual cash bonuses earned by Mr. Butterfield and Mr. Shim based on the achievement of company and individual performance objectives. In fiscal year 2020, Mr. Butterfield declined to receive his annual cash bonus. For Mr. Frati, the amount reflects quarterly commissions earned by Mr. Frati under our sales incentive plan (the “Sales Incentive Plan”).
|
(4)
|
For Mr. Frati and Mr. Shim, the amounts reported represent 401(k) company matching contributions and employer life insurance premium contributions of $346 in fiscal year 2020. For Mr. Butterfield in fiscal year 2020, the amount reported represents $5,075 in 401(k) company matching contributions, $346 in life insurance employer contributions, and a filing fee under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “HSR Act”), in the amount of $280,000, which was paid by the Company on behalf of Mr. Butterfield. No tax gross-up was provided to Mr. Butterfield for this fee.
|
(5)
|
From February 1, 2018 through June 30, 2018 as well as the month of September 2018, Mr. Butterfield was compensated in Canadian dollars for an aggregate amount of CAD$154,006, which has been converted into U.S. dollars, based on the exchange rate at the applicable points in time that such compensation was paid, to $119,637.
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards(1)
|
|||||||||||||||
|
|
Grant Date
|
|
Vesting
Commencement
Date
|
|
Number of Securities
Underlying Unexercised
Options
|
|
Option
Exercise
Price($)
|
|
Option
Expiration
Date
|
|
Number of shares or units of stock that have not vested (#)
|
|
Market value of shares of units of stock that have not vested($)(2)
|
|||||||||
Name
|
|
|
Exercisable(#)
|
|
Unexercisable(#)
|
|
|
|
|||||||||||||||
Stewart Butterfield
|
|
6/8/2016(3)
|
|
10/1/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,449,073
|
|
|
30,039,283
|
|
|
|
10/28/2018(4)
|
|
7/1/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
986,388
|
|
|
20,447,823
|
|
|
|
2/26/2019(5)
|
|
5/1/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
239,688
|
|
|
4,968,732
|
|
Robert Frati
|
|
6/8/2016(6)
|
|
5/1/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,260
|
|
|
1,767,440
|
|
|
|
6/20/2018(7)
|
|
5/1/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,500
|
|
|
466,425
|
|
|
|
6/20/2018(7)
|
|
8/1/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,250
|
|
|
1,062,413
|
|
|
|
2/26/2019(7)
|
|
5/1/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,125
|
|
|
4,210,781
|
|
|
|
2/26/2019(8)
|
|
5/1/2019
|
|
|
14,250
|
|
|
99,750
|
|
|
10.56
|
|
|
2/26/2029
|
|
|
—
|
|
|
—
|
|
Allen Shim
|
|
5/21/2014(9)
|
|
—
|
|
|
242,605
|
|
|
—
|
|
|
0.14
|
|
|
5/21/2024
|
|
|
—
|
|
|
—
|
|
|
|
2/17/2016(10)
|
|
3/1/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,404
|
|
|
49,835
|
|
|
|
4/6/2016(7)
|
|
7/1/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,627
|
|
|
158,108
|
|
|
|
5/10/2017(7)
|
|
6/1/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,875
|
|
|
971,719
|
|
|
|
2/21/2018(7)
|
|
5/1/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
383,907
|
|
|
7,958,392
|
|
|
|
2/26/2019(7)
|
|
5/1/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178,750
|
|
|
3,705,488
|
|
|
|
2/26/2019(8)
|
|
5/1/2019
|
|
|
9,750
|
|
|
68,250
|
|
|
10.56
|
|
|
2/26/2029
|
|
|
—
|
|
|
—
|
|
(1)
|
Each RSU is for Class B common stock and was granted pursuant to our 2009 Plan and vests upon the satisfaction of both a time-based condition and a performance-based condition before the award’s expiration date. The performance-based condition was satisfied upon our direct listing.
|
(2)
|
This column represents the market value of the shares of Class B common stock underlying the RSUs or restricted stock as of January 31, 2020, based on the closing price of our Class A common stock, as reported on the NYSE, of $20.73 per share on January 31, 2020.
|
(3)
|
The time-based condition of the award vested as follows: 4.286% of the RSUs subject to the award satisfied the time-based condition each quarter commencing on the vesting commencement date, subject to Mr. Butterfield continuing to provide service to us on such date. On June 7, 2019, the time-based condition was automatically adjusted as follows: 7.5% of the RSUs subject to the award shall satisfy the time-based condition on the applicable quarterly vesting date, subject to Mr. Butterfield continuing to provide service to us on such dates. If Mr. Butterfield is subject to a termination without “cause” or resignation for “good reason” (as each term is defined in his stock purchase agreement dated March 17, 2009)
|
(4)
|
This award represents an award for restricted shares of our Class B common stock under our 2009 Plan. With respect to such award, 1/6th of the shares shall vest and no longer be subject to our right of repurchase on the vesting commencement date, subject to Mr. Butterfield continuing to provide service to us through such date. Following such date, 1/24th of the shares shall vest and no longer be subject to our right of repurchase on each quarter thereafter, subject to Mr. Butterfield continuing to provide service to us through each such date. In addition, if Mr. Butterfield is subject to a termination without “cause” or resignation for “good reason” (as each term is defined in his stock purchase agreement dated March 17, 2009) within 12 months after a change in control (as defined in the award agreement), 100% of the shares shall vest and no longer be subject to our right of repurchase immediately upon such termination date.
|
(5)
|
This award represents an award for restricted shares of our Class B common stock under our 2009 Plan. With respect to such award, 1/16th of the shares shall vest and no longer be subject to our right of repurchase on the vesting commencement date, subject to Mr. Butterfield continuing to provide service to us through such date. Following such date, 1/16th of the shares shall vest and no longer be subject to our right of repurchase on each quarter thereafter, subject to Mr. Butterfield continuing to provide service to us through each such date.
|
(6)
|
The time-based condition of the award vests as follows: 25% of the RSUs subject to the award vest on the first anniversary of the vesting commencement date and the remaining 75% of the RSUs vest in 12 equal quarterly installments thereafter, subject to Mr. Frati continuing to provide service to us through each such vesting date.
|
(7)
|
The award vests in 16 equal quarterly installments commencing on the vesting commencement date, subject to the named executive officer continuing to provide service to us through each such vesting date.
|
(8)
|
The shares of Class B common stock subject to the stock option vest in 24 equal quarterly installments commencing on the vesting commencement date, subject to the named executive officer’s continued service to us through each such vesting date.
|
(9)
|
Mr. Shim’s stock option for Class B common stock was granted pursuant to our 2009 Plan and all of the shares are fully vested.
|
(10)
|
This award represents an award for restricted shares for Class B common stock under our 2009 Plan. With respect to such award, 1/48th of the shares vest and are no longer subject to our right of repurchase commencing on the vesting date, subject to Mr. Shim continuing to provide service to us through each such vesting date. The shares were transferred by Mr. Shim to the Shim-Park Family Revocable Trust on November 28, 2016.
|
|
|
Equity Compensation Plan Information
|
|||||||
Plan category
|
|
(a) Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants, and Rights
|
|
(b) Weighted Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
|
|
(c) Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plan (Excluding
Securities Referenced in
Column (a))
|
|||
Equity compensation plans approved by security holders(1):
|
|
50,427,555(2)
|
|
|
$4.68(3)
|
|
|
67,863,688(4)
|
|
Equity compensation plans not approved by security holders:
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
50,427,555
|
|
|
4.68
|
|
|
67,863,688
|
|
(1)
|
The 2019 Plan provides that the number of shares reserved and available for issuance under the 2019 Plan will automatically increase each February 1, beginning on February 1, 2020, by 5% of the total number of shares of our Class A and Class B common stock issued and outstanding as of the immediately preceding January 31 or such lesser number of shares as determined by our compensation committee. The 2019 ESPP provides that the number of shares reserved and available for issuance under the 2019 ESPP will automatically increase each February 1, beginning on February 1, 2020, by 1% of the total number of shares of our Class A common stock and Class B common stock issued and outstanding on the immediately preceding January 31 or such lesser number of shares as determined by our compensation committee. As of January 31, 2020, a total of 63,563,489 shares of our Class A common stock had been reserved for issuance pursuant to the 2019 Plan, which number excludes the 27,767,992 shares that were added to the 2019 Plan as a result of the automatic annual increase on February 1, 2020. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of Class A common stock and Class B common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated, other than by exercise, under the 2019 Plan and the 2009 Plan will be added back to the shares of Class A common stock available for issuance under the 2019 Plan (provided, that any such shares of Class B common stock will first be converted into shares of Class A common stock). The Company no longer makes grants under the 2009 Plan. As of January 31, 2020, a total of 9,000,000 shares of our Class A common stock had been reserved for issuance pursuant to the 2019 ESPP, which number excludes the 5,553,599 shares that were added to the 2019 ESPP as a result of the automatic annual increase on February 1, 2020. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.
|
(2)
|
Includes 8,424,991 shares of Class A common stock and Class B common stock issuable upon the exercise of outstanding options and 42,002,564 shares of Class A common stock and Class B common stock issuable upon the vesting of RSUs. Does not include 22,542,347 shares of restricted common stock issued under the 2009 Plan as such shares have been reflected in our total shares outstanding
|
(3)
|
As RSUs do not have any exercise price, such units are not included in the weighted average exercise price calculation.
|
(4)
|
As of January 31, 2020, there were 59,200,196 shares of Class A common stock available for grant under the 2019 Plan and 8,663,492 shares of Class A common stock available for grant under the 2019 ESPP.
|
•
|
each of our named executive officers for fiscal year 2020;
|
•
|
each of our directors;
|
•
|
all of our directors and executive officers as a group; and
|
•
|
each person known by us to be the beneficial owner of more than five percent of the outstanding shares of our Class A or Class B common stock.
|
|
|
Shares Beneficially Owned
|
||||||||||||||||
|
|
Class A
|
|
Class B
|
|
Total
Voting%†
|
|
Total
Ownership%
|
||||||||||
|
|
Shares
|
|
%
|
|
Shares
|
|
%
|
|
|
|
|
||||||
5% Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Entities affiliated with Accel(1)
|
|
15,360,777
|
|
|
3.7
|
%
|
|
48,567,633
|
|
|
33.0
|
%
|
|
26.5
|
%
|
|
11.4
|
%
|
Entities affiliated with Morgan Stanley(2)
|
|
34,854,399
|
|
|
8.4
|
%
|
|
—
|
|
|
—
|
|
|
1.8
|
%
|
|
6.2
|
%
|
Entities affiliated with Softbank(3)
|
|
17,458,101
|
|
|
4.2
|
%
|
|
19,153,643
|
|
|
13.0
|
%
|
|
11.1
|
%
|
|
6.5
|
%
|
Entities affiliated with T. Rowe Price(4)
|
|
42,843,172
|
|
|
10.3
|
%
|
|
—
|
|
|
—
|
|
|
2.3
|
%
|
|
7.6
|
%
|
Entities affiliated with Wellington(5)
|
|
31,509,215
|
|
|
7.6
|
%
|
|
—
|
|
|
—
|
|
|
1.7
|
%
|
|
5.6
|
%
|
Named Executive Officers and Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stewart Butterfield(6)
|
|
1,191,001
|
|
|
*
|
|
|
40,853,732
|
|
|
27.7
|
%
|
|
21.7
|
%
|
|
7.5
|
%
|
Shares subject to voting proxy(7)
|
|
529,046
|
|
|
*
|
|
|
38,413,943
|
|
|
26.1
|
%
|
|
20.4
|
%
|
|
6.9
|
%
|
Total(6)(7)
|
|
1,720,047
|
|
|
*
|
|
|
79,267,675
|
|
|
53.8
|
%
|
|
42.1
|
%
|
|
14.4
|
%
|
Allen Shim(8)
|
|
140,780
|
|
|
*
|
|
|
2,213,741
|
|
|
1.5
|
%
|
|
1.2
|
%
|
|
*
|
|
Robert Frati(9)
|
|
239,175
|
|
|
*
|
|
|
89,630
|
|
|
*
|
|
|
*
|
|
|
*
|
|
Andrew Braccia(10)
|
|
16,233,566
|
|
|
3.9
|
%
|
|
48,567,633
|
|
|
33.0
|
%
|
|
26.6
|
%
|
|
11.5
|
%
|
Edith Cooper(11)
|
|
153,803
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
Sarah Friar(12)
|
|
—
|
|
|
—
|
|
|
406,017
|
|
|
*
|
|
|
*
|
|
|
*
|
|
Sheila B. Jordan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Michael M. McNamara
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
John O’Farrell(13)
|
|
1,068,138
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
Graham Smith(14)
|
|
—
|
|
|
—
|
|
|
210,000
|
|
|
*
|
|
|
*
|
|
|
*
|
|
All directors and executive officers as a group (13 persons)(15)
|
|
19,878,847
|
|
|
4.8
|
%
|
|
130,833,338
|
|
|
88.5
|
%
|
|
70.1
|
%
|
|
26.8
|
%
|
*
|
Represents less than one percent (1%).
|
†
|
Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class A common stock are entitled to one vote per share, and holders of our Class B common stock are entitled to ten votes per share.
|
(1)
|
Consists of (i) 3,705,529 shares of Class A common stock held of record by Accel Growth Fund III L.P., (ii) 11,116,587 shares of Class B common stock held of record by Accel Growth Fund III L.P., (iii) 174,942 shares of Class A common stock held of record by Accel Growth Fund III Strategic Partners L.P., (iv) 524,827 shares of Class B common stock held of record by Accel Growth Fund III Strategic Partners L.P., (v) 245,497 shares of Class A common stock held of record by Accel Growth Fund Investors 2014 L.L.C., (vi) 736,492 shares of Class B common stock held of record by Accel Growth Fund Investors 2014 L.L.C., (vii) 58,325 shares of Class A common stock held of record by Accel Growth Fund Investors 2016 L.L.C., (viii) 174,973 shares of Class B common stock held of record by Accel Growth Fund Investors 2016 L.L.C., (ix) 1,219,420 shares of Class A common stock held of record by Accel Growth Fund IV L.P., (x) 3,658,260 shares of Class B common stock held of record by Accel Growth Fund IV L.P., (xi) 6,937 shares of Class A common stock held of record by Accel Growth Fund IV Strategic Partners L.P., (xii) 20,812 shares of Class B common stock held of record by Accel Growth Fund IV Strategic Partners L.P., (xiii) 162,000 shares of Class A common stock held of record by Accel Investors 2009 L.L.C., (xiv) 575,490 shares of Class B common stock held of record by Accel Investors 2009 L.L.C., (xv) 387,596 shares of Class A common stock held of record by Accel Investors 2013 L.L.C., (xvi) 1,162,788 shares of Class B common stock held of record by Accel Investors 2013 L.L.C., (xvii) 51,924 shares of Class A common stock held of record by Accel Leaders Fund Investors 2016 L.L.C., (xviii) 155,772 shares of Class B common stock held of record by Accel Leaders Fund Investors 2016 L.L.C., (xix) 1,086,756 shares of Class A common stock held of record by Accel Leaders Fund L.P., (xx) 3,260,269 shares of Class B common stock held of record by Accel Leaders Fund L.P., (xxi) 4,035,150 shares of Class A common stock held of record by Accel X L.P., (xxii) 14,333,970 shares of Class B common stock held of record by Accel X L.P., (xxiii) 302,850 shares of Class A common stock held of record by Accel X Strategic Partners L.P., (xxiv) 1,075,840 shares of Class B common stock held of record by Accel X Strategic Partners L.P., (xxv) 3,649,641 shares of Class A common stock held of record by Accel XI L.P., (xxvi) 10,948,923 shares of Class B common stock held of record by Accel XI L.P., (xxvii) 274,210 shares of Class A common stock held of record by Accel XI Strategic Partners L.P., and (xxviii) 822,630 shares of Class B common stock held of record by Accel XI Strategic Partners L.P. Accel Growth Fund III Associates L.L.C. is the general partner of each of Accel Growth Fund III L.P. and Accel Growth Fund III
|
(2)
|
Based on information reported by Morgan Stanley on Schedule 13G/A filed with the SEC on February 12, 2020. Morgan Stanley listed its address as 1585 Broadway, New York, NY 10036.
|
(3)
|
Based on information reported by SVF Mockingbird (Cayman) Limited on Schedule 13G filed with the SEC on February 14, 2020. SVF Mockingbird (Cayman) Limited listed its address as c/o Walkers Corp. Ltd., Cayman Corporate Centre, 27 Hospital Road, Georgetown E9, Grand Cayman KY1-9008.
|
(4)
|
Based on information reported by T. Rowe Price Associates, Inc. on Schedule 13G/A filed with the SEC on February 14, 2020. T. Rowe Price Associates, Inc. listed its address as 100 E. Pratt Street, Baltimore, MD 21202.
|
(5)
|
Based on information reported by Wellington Management Group LLP on Schedule 13G/A filed with the SEC on February 10, 2020. Wellington Management Group LLP listed its address as c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
|
(6)
|
Consists of (i) 250,001 shares of Class A common stock held of record by Mr. Butterfield, (ii) 39,966,015 shares of Class B common stock held of record by Mr. Butterfield, 1,152,838 shares of which are subject to repurchase by the Company, (iii) 937,471 shares of Class A common stock subject to outstanding options held by Mr. Butterfield that are exercisable within 60 days of April 10, 2020, all of which are subject to repurchase by the Company, (iv) 3,529 shares of Class A common stock held by a charitable foundation and over which Mr. Butterfield retains voting and dispositive power, and (v) 887,717 shares of Class B common stock held by a charitable foundation and over which Mr. Butterfield retains voting and dispositive power.
|
(7)
|
Consists of shares of Class A common stock and Class B common stock currently held, or that may be acquired within 60 days of April 10, 2020, by other stockholders over which, except under limited circumstances, Mr. Butterfield holds an irrevocable proxy, pursuant to voting agreements between Mr. Butterfield and each of such stockholders. We do not believe that the parties to these voting agreements constitute a “group” under Section 13 of the Exchange Act.
|
(8)
|
Consists of (i) 140,780 shares of Class A common stock held of record by Mr. Shim, (ii) 240,000 shares of Class B common stock held of record by Mr. Shim, (iii) 258,855 shares of Class B common stock subject to outstanding options held by Mr. Shim that are exercisable within 60 days of April 10, 2020, (iv) 65,781 shares of Class B common stock subject to RSUs held by Mr. Shim that vest within 60 days of April 10, 2020, (v) 1,529,105 shares of Class B common stock held of record by the Shim-Park Family Revocable Trust, and (vi) 120,000 shares of Class B common stock held of record by the Allen Shim 2019 Grantor Retained Annuity Trust dated May 1, 2019.
|
(9)
|
Consists of (i) 239,175 shares of Class A common stock held of record by Mr. Frati, (ii) 23,750 shares of Class B common stock subject to outstanding options held by Mr. Frati that are exercisable within 60 days of April 10, 2020, and (iii) 65,880 shares of Class B common stock subject to outstanding RSUs held by Mr. Frati that vest within 60 days of April 10, 2020.
|
(10)
|
Consists of (i) shares of Class A common stock and Class B common stock held by the entities affiliated with Accel identified in footnote one and (ii) 872,789 shares of Class A common stock held of record by the UA 10/26/2005 AKB Living Trust.
|
(11)
|
Consists of 153,803 shares of Class A common stock held of record by Ms. Cooper.
|
(12)
|
Consists of (i) 246,340 shares of Class B common stock held of record by the David Riley and Sarah Friar Revocable Trust Dated August 11, 2006, 101,505 shares of which are subject to repurchase by the Company, and (ii) 159,677 shares of Class B common stock held of record by the Sarah Friar 2019 Grantor Retained Annuity Trust Dated February 1, 2019.
|
(13)
|
Consists of 1,068,138 shares of Class A common stock held of record by a family trust for which Mr. O’Farrell is a trustee.
|
(14)
|
Consists of 210,000 shares of Class B common stock held of record by Mr. Smith, 144,375 shares of which are subject to repurchase by the Company.
|
(15)
|
Consists of (i) 18,941,376 shares of Class A common stock held of record by our current directors, executive officers, and trusts affiliated with our directors and executive officers, (ii) 130,292,988 shares of Class B common stock held of record by our current directors, executive officers, and trusts affiliated with our directors and executive officers, 1,398,718 shares of which are subject to repurchase by the Company, (iii) 937,471 shares of Class A common stock subject to outstanding options held by our directors and executive officers that are exercisable within 60 days of April 10, 2020, all of which are subject to repurchase by the Company, (iv) 316,355 shares of Class B common stock subject to outstanding options held by our directors and executive officers that are exercisable within 60 days of April 10, 2020, and (v) 223,995 shares of Class B common stock subject to outstanding RSUs held by our directors and executive officers that vest within 60 days of April 10, 2020; in each case including shares of Class A common stock and Class B common stock currently held, or that may be acquired within 60 days of April 10, 2020, by other stockholders over which, except under limited circumstances, Mr. Butterfield holds an irrevocable proxy, pursuant to voting agreements between Mr. Butterfield and each of such stockholders.
|
•
|
we have been or are to be a participant;
|
•
|
the amount involved exceeded or exceeds $120,000; and
|
•
|
any of our directors, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.
|
Stockholder
|
|
Subscription Amount
|
|
Amount Funded Fiscal Year 2020
|
||||
Entities affiliated with Accel(1)
|
|
$
|
2,000,000
|
|
|
$
|
640,000
|
|
Entities affiliated with Andreessen Horowitz(2)
|
|
$
|
2,000,000
|
|
|
$
|
640,000
|
|
Entities affiliated with Social Capital(3)
|
|
$
|
2,000,000
|
|
|
$
|
640,000
|
|
(1)
|
Consists of Accel X L.P., Accel X Strategic Partners L.P., Accel XI L.P., Accel XI Strategic Partners L.P., Accel Growth Fund III L.P., Accel Growth Fund III Strategic Partners L.P., Accel Growth Fund Investors 2014 L.L.C., Accel Investors 2009 L.L.C., and Accel Investors 2013 L.L.C. Andrew Braccia, a member of our board, is a partner at Accel.
|
(2)
|
Consists of AH Parallel Fund IV, L.P. for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. John O’Farrell, a member of our board, is a general partner at Andreessen Horowitz.
|
(3)
|
Consists of The Social+Capital Partnership III, L.P., for itself and as nominee for The Social+Capital Partnership Principals Fund III, L.P. Chamath Palihapitiya, a member of our board for a portion of fiscal year 2020, is the Chief Executive Officer of Social Capital.
|
•
|
any breach of their duty of loyalty to our Company or our stockholders;
|
•
|
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
|
•
|
any transaction from which they derived an improper personal benefit.
|
|
|
|
||
|
SLACK TECHNOLOGIES, INC.
Annual Meeting of Stockholders
June 19, 2020, 10:00 AM Pacific Time
This proxy is solicited by the Board of Directors
|
|
||
|
|
|
||
|
The stockholder(s) hereby appoint(s) Stewart Butterfield, Allen Shim, and David Schellhase, or any of them, as proxies and attorneys-in-fact, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A common stock and Class B common stock of SLACK TECHNOLOGIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM Pacific Time, on June 19, 2020, at www.virtualshareholdermeeting.com/WORK2020, and any adjournment, continuation or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
|
|
||
|
|
Continued and to be signed on reverse side
|
|
|