Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
September 09 2021 - 04:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
September 9, 2021
Commission File Number 001-37651
Atlassian Corporation Plc
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Exchange House
Primrose Street
London EC2A 2EG
c/o Herbert Smith Freehills LLP
(Address
of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F:
Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(7): ¨
Change in the Board of Directors and Board
Committees.
On September 3, 2021, the Board of Directors (the
“Board”)
of Atlassian Corporation Plc (the “Company”)
appointed Michelle Zatlyn to serve as a member of the Board. In
addition, the Board also appointed Ms. Zatlyn to serve as a member
of the Company’s Audit Committee. Ms. Zatlyn is the co-founder,
President, Chief Operating Officer and member of the board of
directors of Cloudflare, Inc. (“Cloudflare”).
Ms. Zatlyn will participate in the non-employee directors’
compensation arrangements as described in the Company’s Annual
Report on Form 20-F for the fiscal year ended June 30, 2021, filed
with the Securities and Exchange Commission (the
“SEC”)
on August 13, 2021. Under the terms of those arrangements, Ms.
Zatlyn will receive a $55,000 retainer for annual service on the
Board and an annual award of restricted share units
(“RSUs”)
having a fair market value of $250,000 (the “Annual
Grant”),
in each case pro-rated for the year based on the time between her
appointment and the Company’s next annual meeting of shareholders.
At the next annual meeting of shareholders, the value of the new
Annual Grant will be increased to $265,000. 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 shareholders, 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 our non-employee directors are subject
to 100% accelerated vesting upon the sale of the
Company.
There are no arrangements or understandings between Ms. Zatlyn and
any other persons pursuant to which Ms. Zatlyn was named a director
of the Company. The Company will also enter into its standard form
of indemnification agreement with Ms. Zatlyn (in substantially the
form filed with the SEC as Exhibit 10.1 to the Company’s
Registration Statement on Form F-1 on November 9, 2015), which will
require the Company to indemnify Ms. Zatlyn, to the fullest extent
permitted under applicable law, for certain liabilities to which
she may become subject to in the execution or discharge of her
duties. In fiscal year 2021, Cloudflare purchased approximately
$427,000 of the Company’s products and the Company purchased
approximately $72,000 of Cloudflare’s products. To date, in fiscal
year 2022, Cloudflare has purchased approximately $4,700 of the
Company’s products. These purchases were at arms-length and in the
ordinary course and were not negotiated by Ms. Zatlyn. Ms. Zatlyn
does not have a direct or indirect material interest in these
transactions.
Following the above appointment, the directors and Board committee
composition of the Company are as follows:
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Director Name |
Audit Committee |
Compensation and Leadership Development Committee |
Nominating and Corporate Governance Committee |
Michael Cannon-Brookes |
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Scott Farquhar |
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Shona Brown(1)
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ü |
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Heather Mirjahangir Fernandez |
ü |
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ü |
Sasan Goodarzi |
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Jay Parikh |
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Enrique Salem |
ü |
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ü |
Steve Sordello |
ü |
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Richard Wong |
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ü |
Michelle Zatlyn |
ü |
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(1)
Chair of the Board
The press release announcing Ms. Zatlyn’s appointment as director
of the Company is attached as Exhibit 99.1 to this report on Form
6-K and is filed herewith.
Signature
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.
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Date: |
September 9, 2021 |
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Atlassian Corporation Plc |
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/s/ James Beer |
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James Beer
Chief Financial Officer |
Exhibit Index
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Exhibit Number
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Exhibit Title
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Press Release dated September 9, 2021.
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