Asana Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class III directors—Krista Anderson-Copperman, Sydney Carey, and Dan Rogers—to serve until the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as Asana’s independent registered public accounting firm for the fiscal year ending January 31, 2027.

3. 3

   Advisory Vote to Approve the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of Asana’s named executive officers as disclosed in the proxy statement for fiscal year 2026.

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to Asana’s named executive officers as disclosed in the proxy statement for the 2026 Annual Meeting. Management is seeking this advisory approval to obtain stockholder feedback on its pay programs and to reinforce that the Compensation Committee’s approach—composed of base salary, newly introduced annual bonus opportunities, time-based RSUs and newly-introduced PSUs—is aligned with company performance and long-term stockholder value. The timing and context are notable: the company completed a CEO transition in mid‑2025 and granted a substantial new-hire compensation package to the incoming CEO that includes large RSU and PSU grants tied to adjusted revenue and relative TSR metrics, which increases the salience of the advisory vote. The Board emphasizes governance practices intended to align pay and performance, including independent compensation consultant engagement, stock ownership policies, anti-hedging/pledging rules, and a clawback policy. Although the Say-on-Pay vote is non‑binding, the Compensation Committee explicitly states it values stockholder input and will consider the outcome when making future compensation decisions. Key risks and tensions for an analyst to weigh include the magnitude and structure of the CEO’s equity awards (heavy weighting to long‑term PSUs and large grant date values), the introduction of annual cash bonuses for newly appointed executives, and the historical strong stockholder support for pay (noted prior support in 2025), which may temper activist pressure but does not eliminate scrutiny over pay-for-performance alignment. The proposal’s resolution language points stockholders to the CD&A and accompanying tables for the decision context, meaning that assessing the vote requires careful review of disclosed targets (e.g., adjusted revenue and rTSR metrics for PSUs), vesting schedules, and severance/change-in-control provisions. In recommending a FOR vote, the Board frames the program as competitive and necessary to recruit and retain executives during a leadership transition while maintaining mechanisms intended to align management incentives with long-term stockholder returns.

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When is the Asana Inc 2026 annual meeting?

Asana Inc (ASAN) holds its 2026 annual shareholder meeting on Monday, June 8, 2026.

What is the record date for the Asana Inc 2026 meeting?

The record date for the Asana Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Asana Inc's 2026 meeting?

The board is presenting 3 director nominees at the Asana Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Asana Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Asana Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.