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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):  June 16, 2023

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.)
 
500 108th Ave NE, Suite 200
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 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2023, Smartsheet Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, three proposals were submitted to the Company’s shareholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 3, 2023. The final voting results were as follows:

Proposal 1 – Election of Directors

The Company’s shareholders elected Geoffrey T. Barker, Matthew McIlwain, and James N. White as Class II directors to serve for terms expiring at the 2026 Annual Meeting of Shareholders based on the following voting results.

Votes ForVotes WithheldBroker Non-Vote
Geoffrey T. Barker111,762,5971,684,0799,426,709
Matthew McIlwain108,260,3645,186,3129,426,709
James N. White85,652,60127,794,0759,426,709

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024 based on the following voting results.

Votes ForVotes AgainstVotes AbstainedBroker Non-Vote
122,117,53468,646687,2050


Proposal 3 – Advisory Non-Binding Vote to Approve the Compensation of the Company’s Named Executive Officers

On a non-binding advisory basis, the Company’s shareholders approved the compensation of the Company’s named executive officers for the fiscal year ended January 31, 2023 based on the following voting results.

Votes ForVotes AgainstVotes AbstainedBroker Non-Vote
83,623,12729,188,956634,5939,426,709





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/ Pete Godbole
 Name:Pete Godbole
 Title:Chief Financial Officer & Treasurer
   
   
Date:June 16, 2023