01—Abstract
Summary
Summary of the 8-K filed July 24, 2024. Cited figures are marked; the original filing is the authoritative source.
Atlassian Corporation (NASDAQ: TEAM) disclosed in this Form 8-K, filed July 24, 2024, that its Board of Directors approved the appointment of Scott Belsky as a director effective August 1, 2024.
The Board also increased the number of directors constituting the full Board from 10 to 11. Mr. Belsky is currently Chief Strategy Officer and Executive Vice President, Design & Emerging Products of Adobe Inc., and he will serve on the Compensation and Leadership Development Committee. Mr. Belsky will participate in the Company's non-employee director compensation arrangements.
He will receive a $55,000a annual retainer and an annual award of restricted stock units with a fair market value of $290,000, both pro-rated based on the time between the start date and the next annual meeting of stockholders. The RSUs vest in full on the earlier of the one-year anniversary of the grant date or the next annual meeting, subject to continued service, and all non-employee director RSUs accelerate fully upon a sale of the Company. He will also enter into the Company's standard indemnification agreement.
The filing states that the Company has entered into, and expects to enter into, ordinary course, arm's-length commercial contracts with Adobe, and that Mr. Belsky has no direct or indirect material interest in those transactions. The filing also states there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. The accompanying press release (Exhibit 99.1) announces the appointment and includes a statement from co-CEO Mike Cannon-Brookes.
02—Key points
Key Highlights
- Scott Belsky, Adobe's Chief Strategy Officer and EVP, Design & Emerging Products, is appointed to Atlassian's Board effective August 1, 2024.
- The Board expands from 10 to 11 directors, and Mr. Belsky will join the Compensation and Leadership Development Committee.
- Non-employee director pay for Mr. Belsky includes a $55,000 annual retainer and an annual RSU award with a fair market value of $290,000, pro-rated for the partial year.
- Director RSUs vest on the earlier of one year from grant or the next annual meeting, and accelerate 100% upon a sale of the Company.
- Mr. Belsky will sign the Company's standard indemnification agreement.
- The filing notes ordinary-course, arm's-length commercial dealings between Atlassian and Adobe, in which Mr. Belsky has no direct or indirect material interest.
- Co-CEO Mike Cannon-Brookes cited Mr. Belsky's product and strategy experience as valuable to the Board as Atlassian pursues AI-era opportunities.
03—Questions
Frequently Asked Questions
Who is joining Atlassian's Board of Directors?
Scott Belsky, currently Chief Strategy Officer and Executive Vice President, Design & Emerging Products at Adobe Inc., is joining the Board effective August 1, 2024.
How is the new director compensated?
Mr. Belsky receives a $55,000 annual retainer and an annual RSU award with a fair market value of $290,000, both pro-rated for the period from his start date until the next annual meeting of stockholders.
Are there related party concerns with Adobe?
The filing says Atlassian has entered into and expects to enter into ordinary-course, arm's-length commercial contracts with Adobe. It states Mr. Belsky has no direct or indirect material interest in these transactions and that no related party transactions require disclosure under Item 404(a).
When do the new director's RSUs vest?
The RSUs vest in full on the earlier of the one-year anniversary of the grant date or the next annual meeting of stockholders, subject to continued service. They accelerate 100% upon a sale of the Company.
Which board committee will Mr. Belsky serve on?
Mr. Belsky will serve on the Compensation and Leadership Development Committee of the Board.
04—Continue