01—Abstract
Summary
Summary of the 8-K filed December 19, 2024. Cited figures are marked; the original filing is the authoritative source.
Atlassian Corporation's Form 8-K dated December 19, 2024 reports two board changes under Item 5.02.
Jay Parikh notified the Company on December 16, 2024 of his decision to retire as a director, effective December 31, 2024, ending a tenure of more than 11 years on the Board. The filing describes his contributions as deeply appreciated by the Board and the Company. On December 18, 2024, the Board approved the appointment of Christian Smith as a director, effective January 1, 2025.
Smith is currently Senior Vice President and Chief Revenue Officer of Splunk Inc., a wholly-owned subsidiary of Cisco Systems, Inc., and will serve on the Nominating and Corporate Governance Committee. He will receive a $55,000a annual retainer and an annual RSU award with a fair market value of $290,000, both pro-rated until the next annual meeting, with RSUs vesting on the earlier of the one-year grant anniversary or the next annual meeting, subject to continued service.
The filing states there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K for Smith. It notes that the Company has ordinary course, arm's-length commercial contracts with Splunk and Cisco, in which Smith does not have a direct or indirect material interest, and that future such transactions are subject to the Company's related party transactions policy.
02—Key points
Key Highlights
- Jay Parikh notified the Company on December 16, 2024 of his decision to retire as a director, effective December 31, 2024, after more than 11 years on the Board.
- The Board approved Christian Smith's appointment as a director on December 18, 2024, effective January 1, 2025.
- Smith will serve on the Nominating and Corporate Governance Committee.
- Smith is SVP and Chief Revenue Officer of Splunk Inc., a wholly-owned subsidiary of Cisco Systems, Inc., and leads Splunk's worldwide commercial business.
- Non-employee director compensation for Smith includes a $55,000 annual retainer and RSUs with a fair market value of $290,000, both pro-rated to the next annual meeting.
- RSUs vest on the earlier of the one-year grant anniversary or the next annual meeting, subject to continued service, and accelerate 100% upon a sale of the Company.
- The filing states no Item 404(a) related party transactions for Smith, though the Company has ordinary course arm's-length contracts with Splunk and Cisco.
03—Questions
Frequently Asked Questions
Why did Jay Parikh leave the Board?
The filing states that Parikh notified the Company on December 16, 2024 of his decision to retire as a director, effective December 31, 2024. It does not give a reason.
Who is Christian Smith and what is his role?
Smith is Senior Vice President and Chief Revenue Officer of Splunk Inc., a wholly-owned subsidiary of Cisco Systems, Inc. He is responsible for Splunk's worldwide commercial business, including global sales, renewals, sales engineering, and partnerships and alliances, and has more than 25 years of experience.
How is Smith compensated as a director?
Smith will receive a $55,000 retainer for annual Board service and an annual RSU award with a fair market value of $290,000, both pro-rated based on the time from January 1, 2025 to the next annual meeting of stockholders. The RSUs vest in full on the earlier of the one-year grant anniversary or the next annual meeting, subject to continued service, unless the Compensation and Leadership Development Committee determines otherwise.
Are there conflicts of interest from Smith's ties to Splunk and Cisco?
The filing states that there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. It says the Company has entered into and expects to enter into ordinary course, arm's-length commercial contracts with Splunk and Cisco, and that Smith does not have a direct or indirect material interest in these transactions. Future transactions are subject to the Company's related party transactions policy.
Does Smith have any arrangement with the Company beyond board service?
The filing states there are no arrangements or understandings between Smith and any other person under which he was named a director. The Company will also enter into its standard indemnification agreement with him, requiring indemnification to the fullest extent permitted by law for certain liabilities arising from his duties.
04—Continue