Asana (NYSE: ASAN) holders approve directors, auditor and executive pay

Rhea-AI Filing Summary

Asana, Inc. held its 2026 Annual Meeting of Stockholders on June 8, 2026, where investors voted on three key proposals. Stockholders elected three Class III directors — Krista Anderson-Copperman, Sydney Carey, and Dan Rogers — to serve until the 2029 annual meeting, each receiving strong majority support despite some withheld votes and broker non-votes.

Stockholders also ratified PricewaterhouseCoopers LLP as Asana’s independent registered public accounting firm for the fiscal year ending January 31, 2027, with 830,585,200 votes for, 757,385 against, and 7,003,171 abstentions. In a non-binding advisory vote, stockholders approved the compensation of Asana’s named executive officers, with 745,060,747 votes for, 41,384,453 against, 18,455,001 abstentions, and 33,445,555 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director vote - Krista Anderson-Copperman: 747,175,515 for; 57,724,686 withheld; 33,445,555 broker non-votes Director vote - Sydney Carey: 753,226,306 for; 51,673,895 withheld; 33,445,555 broker non-votes Director vote - Dan Rogers: 785,625,014 for; 19,275,187 withheld; 33,445,555 broker non-votes +2 more

5 metrics

Director vote - Krista Anderson-Copperman 747,175,515 for; 57,724,686 withheld; 33,445,555 broker non-votes Election as Class III director until 2029 annual meeting

Director vote - Sydney Carey 753,226,306 for; 51,673,895 withheld; 33,445,555 broker non-votes Election as Class III director until 2029 annual meeting

Director vote - Dan Rogers 785,625,014 for; 19,275,187 withheld; 33,445,555 broker non-votes Election as Class III director until 2029 annual meeting

Auditor ratification 830,585,200 for; 757,385 against; 7,003,171 abstain Ratification of PricewaterhouseCoopers LLP for FY ending Jan 31, 2027

Say-on-pay advisory vote 745,060,747 for; 41,384,453 against; 18,455,001 abstain; 33,445,555 broker non-votes Non-binding advisory approval of executive compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"The results of such vote were FOR | WITHHELD | BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory vote financial

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

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

named executive officers financial

"the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

0001477720FALSE00014777202026-06-082026-06-08

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 8, 2026

__________________________

Asana, Inc.

(Exact name of Registrant as Specified in Its Charter)

__________________________

Delaware			001-39495			26-3912448
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

633 Folsom Street,			Suite 100
San Francisco,			CA						94107
(Address of Principal Executive Offices)									(Zip Code)

(415) 525-3888

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

__________________________

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 (see General Instruction A.2. below):

☐			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, $0.00001 par value

ASAN

New York Stock Exchange

Long-Term 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 8, 2026, Asana, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the three proposals outlined in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 20, 2026 and cast their votes as described below. The final results with respect to each proposal are set forth below.

Proposal One – Election of Directors

The stockholders elected each of the three persons named below as Class III directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:

			FOR						WITHHELD						BROKER NON-VOTES
Krista Anderson-Copperman			747,175,515						57,724,686						33,445,555
Sydney Carey			753,226,306						51,673,895						33,445,555
Dan Rogers			785,625,014						19,275,187						33,445,555

Proposal Two – Ratification of Selection of Independent Public Registered Accounting Firm

The stockholders ratified the selection of PricewaterhouseCoopers LLP by the audit committee of the Company’s board of directors as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The results of such vote were:

FOR						AGAINST						ABSTAIN			BROKER NON-VOTES
830,585,200						757,385						7,003,171			—

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

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of such vote were:

FOR						AGAINST						ABSTAIN			BROKER NON-VOTES
745,060,747						41,384,453						18,455,001			33,445,555

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.

			ASANA, INC.
Dated: June 12, 2026			By:			/s/ Katie Colendich
						Katie Colendich
						General Counsel & Corporate Secretary

FAQ

What did Asana (ASAN) stockholders decide at the 2026 annual meeting?

Asana stockholders approved all three proposals at the 2026 annual meeting. They elected three Class III directors, ratified PricewaterhouseCoopers LLP as auditor, and supported executive compensation in a non-binding advisory vote with substantial majorities in favor on each item.

Which directors were elected at Asana’s 2026 annual meeting and for how long?

Stockholders elected Krista Anderson-Copperman, Sydney Carey, and Dan Rogers as Class III directors. Each will serve until the 2029 annual meeting of stockholders and until a successor is duly elected and qualified, reflecting continued support for the company’s existing board composition.

How did Asana (ASAN) investors vote on the company’s executive compensation?

Investors approved Asana’s named executive officer compensation on an advisory basis. The vote totaled 745,060,747 shares for, 41,384,453 against, and 18,455,001 abstaining, with 33,445,555 broker non-votes, indicating clear but not unanimous support for the company’s pay practices.

Was Asana’s independent auditor ratified by stockholders in 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Asana’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The vote was 830,585,200 for, 757,385 against, and 7,003,171 abstentions, with no broker non-votes recorded on this proposal.

What are broker non-votes in Asana’s 2026 stockholder meeting results?

Broker non-votes are shares held in street name where brokers did not have authority to vote on certain items. Asana reported 33,445,555 broker non-votes on the director elections and executive compensation proposal, meaning those shares were not counted as either for or against those matters.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB