Asana (ASAN) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 8, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Board recommends voting for all proposals, including three Class III director nominees and PricewaterhouseCoopers LLP as auditor.

• Stockholders can vote online, by phone, mail, or during the virtual meeting.

• Forward-looking statements highlight risks and uncertainties, with no obligation to update unless required by law.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, ratifying PwC as auditor, and a non-binding say-on-pay vote.

• Board recommends voting FOR all proposals.

• Plurality voting for directors; majority required for auditor ratification and say-on-pay.

• Stockholders may submit proposals or director nominations for the 2027 meeting, following advance notice and bylaw requirements.

Board of directors and corporate governance

• Board will reduce from ten to seven members after the meeting due to three departures.

• Six of ten directors are independent; board divided into three staggered classes.

• Krista Anderson-Copperman to become Lead Independent Director.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board diversity in age, tenure, and background; average age 50.7 years, average tenure 9.1 years.