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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.
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.
