SEC Filings

Atlassian's Two Founders Each Hold 42.84% Of The Vote, Proxy Filing Shows

The proxy also shows a director leaving the board, while a press report says the CEO was paid about $4 million for jet use.

Matteo Parrino Jonathan Ponciano

Matteo Parrino, Jonathan Ponciano

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Atlassian's Two Founders Each Hold 42.84% Of The Vote, Proxy Filing Shows

Atlassian co-founders Mike Cannon-Brookes and Scott Farquhar each control 42.84% of total voting power, according to the company's annual proxy filing, with the 12 directors and executive officers as a group at 85.69%. The same day's news included an Australian Financial Review report that the company paid Cannon-Brookes roughly $4 million for his use of a private jet.

Where the votes sit

Each founder holds 47,066,808 Class B shares, or 50.00% of that class. Class B carries ten votes a share and the listed Class A stock carries one, so the group of 12 directors and officers, holding all 94,133,616 Class B shares in the table, reaches 85.69% of the vote.

Outside holders are far smaller. BlackRock owns 7.35% of Class A, which the filing puts at 1.06% of total voting power. Vanguard Portfolio Management holds 6.30%, Vanguard Capital Management 5.75%, AQR Capital Management 5.58% and DNB Asset Management 5.11%, each below 1% of the vote.

The filing says entities tied to the two founders hold the majority of Class B stock. It says the company is not aware of any arrangement that could later change control.

Pay, the jet and the vote

The proxy's pay proposal says the CEO received compensation "substantially lower" than CEOs at many peer companies, because his large existing equity holdings tie his pay to the business and the stock price.

The Australian Financial Review reported that Atlassian paid Cannon-Brookes roughly $4 million for his use of his own private jet. The company said the payments were needed for safety and privacy reasons.

Shareholders will cast an advisory vote on named executive pay. The filing says the vote is not binding, and that the compensation committee will consider the result in future decisions. The next such vote is expected at the 2027 annual meeting.

Board, auditor and the business

Director Karen Dykstra, who has served since 2025, will not stand for re-election. The board nominated nine directors, and the ballot has three items: the election, ratification of Ernst & Young as auditor for the year ending June 30, 2027, and the pay vote.

EY's fees for fiscal 2026 were $7,709 thousand, against $5,470 thousand in 2025. Audit fees were $7,182 thousand, up from $5,440 thousand.

In his shareholder letter, Cannon-Brookes said total revenue grew 26% year over year to $6.6 billion, and the company delivered $1.3 billion of free cash flow for fiscal 2026.

What to watch

The virtual annual meeting is set for Tuesday, December 1, at 2:00 p.m. Pacific Time. The record date was October 7, when 157,718,342 Class A and 94,133,617 Class B shares were outstanding.

Atlassian's next earnings date is November 5, ahead of the December 1 meeting.

Sources

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