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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):  December 7, 2020

Smartsheet Inc.
(Exact name of registrant as specified in its charter)
 
Washington 001-38464 20-2954357
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (I.R.S. Employer Identification
No.)
 
10500 NE 8th Street, Suite 1300
Bellevue,WA
98004
(Address of principal executive offices and zip code)
(844) 324-2360
(Registrant’s telephone number, including area code)


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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, no par value per shareSMARThe New York Stock Exchange
    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 2.02 - Results of Operations and Financial Condition

On December 7, 2020, Smartsheet Inc. (the "Company") issued a press release announcing its results for the quarter ended October 31, 2020 and providing its business outlook. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit 99.1 to this Current Report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission (the "SEC"), whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Pete Godbole as Chief Financial Officer and Treasurer

On December 7, 2020, Smartsheet Inc. (the "Company") announced that its Board of Directors (the "Board") had appointed Pete Godbole as the Company's Chief Financial Officer-designate and Treasurer-designate. In accordance with the previously announced retirement of Jennifer Ceran, the Company's current Chief Financial Officer and Treasurer, Mr. Godbole will succeed Ms. Ceran in such roles, including as the "principal financial officer" and "principal accounting officer" of the Company within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, effective immediately after the Company files with the SEC its Quarterly Report on Form 10-Q for the quarter ended October 31, 2020.

Prior to joining the Company, Mr. Godbole, 56, served as Chief Financial Officer at Hearsay Systems, Inc., a digital communications platform provider, from October 2016 to November 2020. From August 2014 to September 2016, Mr. Godbole served as Chief Financial Officer of GoodData Corporation, a data analytics platform provider. Prior to that, Mr. Godbole served in various roles, including as Chief Financial Officer for the end user computing business of VMware, Inc., in various other senior finance positions at VMware, Inc., and in various other finance positions at Hyperion Solutions Corporation, Autodesk Inc., Kana Communications, and The Hewlett-Packard Company. Mr. Godbole holds a B.S. in Business and Accounting from the University of Delhi and an M.B.A. from Michigan State University.

Pursuant to an executive employment agreement between the Company and Mr. Godbole, dated November 6, 2020 (the "Agreement"), Mr. Godbole will be employed by the Company on a full-time basis, and will receive an annual base salary of $375,000. In addition, Mr. Godbole will be eligible for an annual cash bonus targeted at 70% of base salary, contingent on achievement of Company objectives. This annual cash bonus will be prorated for the current fiscal year, based on Mr. Godbole’s start date. On December 3, 2020, Mr. Godbole received the following equity awards, granted 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: (i) an option to purchase 80,115 shares of the Company’s Class A Common Stock, and (ii) restricted stock units covering 38,047 shares of the Company's Class A Common Stock. The stock options and restricted stock units shall vest over four years, with 25% vesting on December 15, 2021 and the remaining 75% vesting in equal quarterly increments thereafter. The foregoing summary of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which will be filed with the Company’s Annual Report on Form 10-K for the period ending January 31, 2021.

In connection with Mr. Godbole’s appointment as Chief Financial Officer, the Board also approved the Company’s entry into a change in control severance agreement with Mr. Godbole (the “Severance Agreement”), effective from the date signed, which includes the following terms:

The Severance Agreement provides for an initial three-year term from the date of the agreement, unless renewed, extended, or earlier terminated, subject to certain limitations. Mr. Godbole will be entitled to certain severance benefits if he is subject to a Separation (as defined in the Severance Agreement) within three months prior to or 12 months following a Change in Control (as defined in the Severance Agreement) as a result of the Company or its successor terminating his employment for any reason other than Cause (as defined in the Severance Agreement) or Mr. Godbole voluntarily resigning his employment for Good Reason (as defined in the Severance Agreement) (a “CIC Qualifying Termination”).




In the event of a CIC Qualifying Termination, Mr. Godbole would be entitled to receive severance benefits equal to six months of his then-current annual base salary and the pro rata portion of his unpaid annual target bonus at the then-current rate based on 100% achievement and equal to the number of actual days worked in the then-current fiscal year in which the Separation occurs. In addition, the shares underlying all unvested equity awards held by him immediately prior to such termination, excluding awards that would otherwise vest only upon satisfaction of performance criteria subject to the following sentence, will become vested and exercisable in full as to 100% of the then unvested shares subject to the equity award. For equity awards that would otherwise vest only upon satisfaction of performance criteria, the vesting will accelerate as set forth in the terms of the applicable performance-based award agreement.

The foregoing summary of the Severance Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of Severance Agreement, which was filed as Exhibit 10.13 to the Company’s Form S-1 filed with the SEC on March 26, 2018, and is incorporated by reference herein.

Mr. Godbole 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, which is incorporated by reference herein.

Except for the arrangements described in this Current Report on Form 8-K, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Mr. Godbole has a direct or indirect material interest. There are no family relationships between Mr. Godbole and any of the Company’s directors or executive officers.

Item 8.01 - Other Events

A copy of the press release announcing Mr. Godbole’s appointment as Chief Financial Officer and Treasurer is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 - Financial Statements and Exhibits
 
(d)                                 Exhibits.
 
Exhibit No.Description
99.1 
99.2 
104 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.
  
  SMARTSHEET INC.
   
 By:/s/ Jennifer E. Ceran
 Name:Jennifer E. Ceran
 Title:Chief Financial Officer & Treasurer
   
   
Date:December 7, 2020