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Asana (NYSE: ASAN) plans board refresh, trims seats and names new lead director

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Asana, Inc. announced that three long-serving directors — Matt Cohler, Adam D’Angelo, and Lorrie Norrington — have submitted resignations effective at the 2026 Annual Meeting of Stockholders on June 8, 2026. The company describes these departures as part of an orderly Board refreshment process.

The filing states there were no disagreements with the company on operations, policies, or accounting matters. Following the resignations, the Board size will decrease from ten to seven directors. The Board has appointed Krista Anderson-Copperman to become Lead Independent Director at the conclusion of the 2026 Annual Meeting.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual Meeting date June 8, 2026 Effective date for director resignations
Board size after resignations 7 directors Reduced from ten directors after 2026 Annual Meeting
Board size before change 10 directors Prior to effectiveness of three director resignations
Annual Meeting of Stockholders financial
"effective at the Company’s 2026 Annual Meeting of Stockholders, scheduled to be held on June 8, 2026"
Lead Independent Director financial
"Ms. Norrington has served on the Board since July 2019 and as Lead Independent Director since August 2021"
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
Board refreshment financial
"The departures of Ms. Norrington, Mr. D’Angelo, and Mr. Cohler are part of an orderly process of Board refreshment"
Board refreshment is the deliberate replacement or addition of corporate board members to bring new skills, perspectives or energy to a company’s oversight team. For investors, it matters because a refreshed board can change a company’s strategy, improve oversight of management and reduce risk—similar to updating the coaching staff of a sports team to fix weaknesses and boost future performance, which can influence investor confidence and the stock price.
Compensation Committee financial
"Ms. Anderson-Copperman has served on the Board since July 2022, chairs the Compensation Committee of the Board"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Audit Committee financial
"and serves on the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Understanding 8-K Material Events →
0001477720FALSE00014777202026-04-142026-04-14

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 14, 2026
__________________________
Asana, Inc.
(Exact name of Registrant as Specified in Its Charter)
__________________________
Delaware001-3949526-3912448
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
633 Folsom Street, Suite 100
San Francisco,CA94107
(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 Instructions 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		ASANNew 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors Effective at the 2026 Annual Meeting of Stockholders
On April 14, 2026, Mr. Matt Cohler, Mr. Adam D’Angelo, and Ms. Lorrie Norrington tendered to the Board of Directors (the “Board”) of Asana, Inc. (the “Company”) their resignations as directors of the Company, effective at the Company’s 2026 Annual Meeting of Stockholders, scheduled to be held on June 8, 2026 (the “Annual Meeting”). Mr. D’Angelo, a Class III director, will not be standing for re-election with the Class III directors at the Annual Meeting and is planning to remain in his role on the Board until such time. Mr. Cohler, a Class I director, and Ms. Norrington, a Class II director, are planning to remain in their respective roles on the Board until the Annual Meeting is concluded. Ms. Norrington has served on the Board since July 2019 and as Lead Independent Director since August 2021. Mr. D’Angelo and Mr. Cohler have served on the Board since December 2008 and November 2009, respectively. The departures of Ms. Norrington, Mr. D’Angelo, and Mr. Cohler are part of an orderly process of Board refreshment.

There were no disagreements between any of the departing directors and the Company, and their departures are not related to the operations, policies, or practices of the Company or any issues regarding accounting policies or practices. The Company thanks them for their years of service to the Company and their contributions to the Company’s success.

Effective with the resignations described herein, the size of the Board will be reduced from ten to seven Directors.

Appointment of New Lead Independent Director
The Board has appointed Ms. Krista Anderson-Copperman to succeed Ms. Norrington as the Lead Independent Director of the Board, effective at the conclusion of the Company’s 2026 Annual Meeting. Ms. Anderson-Copperman has served on the Board since July 2022, chairs the Compensation Committee of the Board, and serves on the Audit Committee of the Board.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.
ASANA, INC.
Dated: April 20, 2026By:/s/ Katie Colendich
Katie Colendich
General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What board changes did Asana (ASAN) disclose in this 8-K?

Asana reported that directors Matt Cohler, Adam D’Angelo, and Lorrie Norrington will resign effective at the 2026 Annual Meeting. The company characterizes these departures as part of an orderly Board refreshment process rather than a response to operational or accounting issues.

When will the departing Asana (ASAN) directors leave the board?

The resignations become effective at Asana’s 2026 Annual Meeting of Stockholders, scheduled for June 8, 2026. The filing notes that each director plans to continue serving on the Board in their current roles until that meeting has concluded.

Did Asana (ASAN) report any disagreements with the departing directors?

Asana states there were no disagreements between the departing directors and the company regarding operations, policies, practices, or accounting matters. The filing emphasizes that their departures are not related to any such issues and are described as part of a planned Board refreshment.

How will Asana’s (ASAN) board size change after these resignations?

Effective with the resignations, Asana’s Board will be reduced from ten to seven directors. This smaller Board size reflects the departure of three members at the 2026 Annual Meeting and is presented as an outcome of the company’s ongoing Board refreshment process.

Who will be Asana’s new Lead Independent Director after the 2026 meeting?

The Board has appointed Krista Anderson-Copperman to succeed Lorrie Norrington as Lead Independent Director, effective at the conclusion of the 2026 Annual Meeting. She has served on the Board since July 2022, chairs the Compensation Committee, and sits on the Audit Committee.

How long have the departing Asana (ASAN) directors served on the board?

The filing notes that Lorrie Norrington joined the Board in July 2019 and became Lead Independent Director in August 2021. Adam D’Angelo has served since December 2008, and Matt Cohler has served since November 2009, reflecting lengthy tenures for all three directors.

Filing Exhibits & Attachments

3 documents

Other Documents