[8-K] Asana, Inc. Reports Material Event

Rhea-AI Filing Summary

Asana, Inc. (NYSE:ASAN) filed an 8-K disclosing the voting results of its 16 June 2025 Annual Meeting of Stockholders (Item 5.07). Shareholders:

• Elected Class II directors Andrew Lindsay (94.4% support), Lorrie Norrington (95.3%), and co-founder Justin Rosenstein (97.3%). Each will serve until the 2028 annual meeting.
• Ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending 31 January 2026 with 99.2% support (924.1 M FOR vs. 1.3 M AGAINST).
• Approved, on an advisory basis, 2025 executive compensation ("say-on-pay") with 97.1% support (873.3 M FOR).

No other matters were brought forward, and no material financial information or strategic actions were announced. The filing is routine governance disclosure and does not change the company’s financial or operational outlook.

Insights

Corporate Governance Expert

TL;DR: Routine meeting; strong shareholder support; no governance red flags.

The vote tallies show overwhelming endorsement of management and board—each director exceeded 94% support and say-on-pay passed with 97%. Auditor ratification was near unanimous, suggesting no significant investor concerns over financial reporting. There were no shareholder proposals or contested items, and broker non-votes did not affect outcomes. From a governance standpoint, the company maintains board stability and preserves auditor continuity, but these are expected results and carry limited strategic significance.

Portfolio Manager

TL;DR: Neutral event; confirms status quo; limited portfolio impact.

The 8-K contains no operational or financial updates—only voting results. High approval levels reduce near-term governance risk, but they do not alter revenue trajectory, margin outlook, or cash flows. Hence, the filing is unlikely to move the stock. I classify it as housekeeping rather than a catalyst.

0001477720FALSE00014777202025-06-162025-06-16

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, 2025

__________________________

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 16, 2025, Asana, Inc. (the “Company”) held its 2025 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 30, 2025 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 II directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:

			FOR						WITHHELD						BROKER NON-VOTES
Andrew Lindsay			846,213,433						50,215,332						34,083,296
Lorrie Norrington			854,243,190						42,185,575						34,083,296
Justin Rosenstein			872,275,941						24,152,824						34,083,296

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, 2026. The results of such vote were:

FOR						AGAINST						ABSTAIN
924,115,703						1,342,341						5,054,017

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
873,296,875						8,224,624						14,907,266			34,083,296

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 20, 2025			By:			/s/ Eleanor Lacey
						Eleanor Lacey
						General Counsel & Corporate Secretary

FAQ

When did Asana (ASAN) hold its 2025 Annual Meeting of Stockholders?

The meeting took place on June 16 2025.

Which directors were re-elected at Asana’s 2025 meeting and how long is their term?

Andrew Lindsay, Lorrie Norrington, and Justin Rosenstein were elected as Class II directors to serve until the 2028 meeting.

Did Asana shareholders ratify the company’s independent auditor for FY 2026?

Yes. PricewaterhouseCoopers LLP was ratified with 924.1 M votes FOR versus 1.3 M AGAINST.

Was Asana’s executive compensation approved in the 2025 say-on-pay vote?

Yes. The advisory vote passed with 873.3 M FOR, representing 97.1% support.

Are there any material financial or strategic changes disclosed in this 8-K?

No. The filing strictly reports shareholder voting results and contains no financial or strategic updates.