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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): April 19, 2024
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 class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A common stock, no par value per share | SMAR | The 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 8.01 - Other Events
On April 19, 2024, Smartsheet Inc. (the "Company") announced that its Board of Directors authorized the repurchase of up to $150 million of the Company’s outstanding shares of Class A common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company may repurchase shares of Class A common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The timing, manner, price, and amount of any repurchase will be subject to the discretion of the Company’s management based on its evaluation of a variety of factors, including the market price of the company’s Class A common stock, general market conditions, applicable legal requirements, and other business considerations. The Share Repurchase Program has been authorized for a period of 12 months, may be extended, suspended, or discontinued at any time, and does not obligate the Company to acquire any amount of Class A common stock.
A copy of the press release announcing the Share Repurchase Program is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 8.01, and 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 8.01 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 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 9.01 - Financial Statements and Exhibits
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | | |
| 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/ Pete Godbole |
| | Name: | Pete Godbole |
| | Title: | Chief Financial Officer & Treasurer |
| | | |
| | | |
| Date: | April 19, 2024 | | |