Form 8-K - Current report

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):
July 23, 2024

ATLASSIAN CORPORATION

(Exact Name of Registrant as Specified in its Charter)

_________________

Delaware

001-37651

88-3940934

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

350 Bush Street, Floor 13

San Francisco, California 94104

(Address of principal executive offices and Zip Code)

(415) 701-1110

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_________________

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

Name of each exchange on which registered

Class A Common Stock, par value $0.00001 per share

TEAM

Nasdaq Global Select Market

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.

On July 23, 2024, the Board of Directors (the “Board”) of Atlassian Corporation (the “Company”) approved the appointment of Scott Belsky as a director of the Company, effective as of August 1, 2024 (the “Start Date”). In connection, the Board approved increasing the number of directors constituting the full Board from 10 to 11. Mr. Belsky will serve on the Compensation and Leadership Development Committee of the Board. Mr. Belsky is currently the Chief Strategy Officer and Executive Vice President, Design & Emerging Products of Adobe Inc. (“Adobe”).

Mr. Belsky will participate in the Company’s non-employee directors’ compensation arrangements. Under the terms of these arrangements, Mr. Belsky will receive a $55,000 retainer for annual service on the Board and an annual award of restricted stock units (“RSUs”) having a fair market value of $290,000 (the “Annual Grant”), in each case pro-rated for the year based on the time between the Start Date and the Company’s next annual meeting of stockholders. These RSUs will vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date, unless the Compensation and Leadership Development Committee of the Board determines that circumstances warrant continuation of vesting. All RSUs granted to non-employee directors are subject to 100% accelerated vesting upon the sale of the Company.

There are no arrangements or understandings between Mr. Belsky and any other persons pursuant to which Mr. Belsky was named a director of the Company. The Company will also enter into its standard form of indemnification agreement with Mr. Belsky (in substantially the form filed with the Securities and Exchange Commission as Exhibit 10.2 to the Company’s Current Report on Form 8-K on October 3, 2022), which will require the Company to indemnify Mr. Belsky, to the fullest extent permitted under applicable law, for certain liabilities to which he may become subject to in the execution or discharge of his duties. There are no related party transactions between the Company and Mr. Belsky that would require disclosure under Item 404(a) of Regulation S-K. From time to time, the Company has entered into, and expects to enter into, ordinary course and arm’s-length commercial contracts with Adobe. Mr. Belsky does not have a direct or indirect material interest in these transactions. Any such future transactions are subject to the procedures of the Company’s related party transactions policy.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.						Description
99.1						Press Release dated July 24, 2024.
104.1						Cover Page Interactive Data File (formatted as Inline XBRL).

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.

ATLASSIAN CORPORATION

Date:

July 24, 2024

By:

/s/ Stan Shepard

Stan Shepard

General Counsel

Exhibit 99.1

Atlassian appoints Scott Belsky, Adobe Chief Strategy Officer, to Board of Directors

July 24, 2024 09:00 AM Eastern Daylight Time

Team Anywhere/SAN FRANCISCO--(BUSINESS WIRE)-- Atlassian Corporation (NASDAQ: TEAM), a leading provider of team collaboration and productivity software, today announced it is appointing Scott Belsky to its Board of Directors effective August 1, 2024. Scott is the Chief Strategy Officer and Executive Vice President, Design & Emerging Products, at Adobe (NASDAQ: ADBE), a leader in creative, digital document and digital experience technology.

“I'm excited for Scott to bring his deep strategy and product experience to our Board. He's built loveable products used by millions of people around the world, and knows how to deliver customer value. Scott understands the tech industry and has a strong pulse for the trends shaping our world. Never has that been more important, as Atlassian takes on the opportunity in the AI-era,” said Mike Cannon-Brookes, co-Founder and co-CEO, Atlassian.

Scott leads corporate strategy and development, is responsible for design across Adobe’s products, and is driving the incubation of some of Adobe’s fastest growing emerging products. As Chief Strategy Officer, Scott plants flags for future opportunities in all of Adobe’s markets and leads investments, engagements, and acquisitions in the startup ecosystem. Scott is Adobe’s design leader, working to continuously uplevel design of all Adobe products. And he leads development of key emerging products: 3D & Immersive products, Adobe Stock & Marketplace, and Behance.

Prior to this role, Scott was Adobe’s Chief Product Officer for five years, leading the development of all Creative Cloud products. Under his leadership, the company launched Adobe Express, brought flagship products like Photoshop and Illustrator to web and mobile platforms, incubated the company’s 3D & Immersive products, and created the Content Authenticity Initiative, which fosters attribution for creators and enables transparency in digital content.

Scott co-founded Behance, the world’s largest creative community, in 2006 and served as its CEO for six years. Scott was also a venture investor at Benchmark in San Francisco.

Scott serves on the advisory board of Cornell University’s Entrepreneurship Program and the board of trustees for the Museum of Modern Art in New York. He has also been an advisor on design and product management for leading companies and institutions, including Pinterest, Uber and Airtable. Scott is a best-selling author of two books, “The Messy Middle” and “Making Ideas Happen.” Scott holds a bachelor’s degree from Cornell University and an MBA from Harvard Business School.

About Atlassian

Atlassian unleashes the potential of every team. Our agile & DevOps, IT service management and work management software helps teams organize, discuss, and complete shared work. The majority of the Fortune 500 and over 300,000 companies of all sizes worldwide - including NASA, Audi, Kiva, Deutsche Bank and Dropbox - rely on our solutions to help their teams work better together and deliver quality results on time. Learn more about our products, including Jira, Confluence and Jira Service Management at https://atlassian.com.

Investor Relations Contact

Martin Lam

IR@atlassian.com

Media Contact

Marie-Claire Maple

press@atlassian.com

Cover	Jul. 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 23, 2024
Entity Registrant Name	ATLASSIAN CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37651
Entity Tax Identification Number	88-3940934
Entity Address, Address Line One	350 Bush Street, Floor 13
Entity Address, Postal Zip Code	94104
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
City Area Code	415
Local Phone Number	701-1110
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, par value $0.00001 per share
Trading Symbol	TEAM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001650372
Amendment Flag	false