[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_102":103},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","g7vat4jkrj12tcizdhvuyko6x","revision",2,"title","Atlassian 2026年年度股东大会将于12月1日举行","originalTitle","Atlassian Corp (0001650372) (Filer)","summary","Atlassian Corporation（TEAM）将于2026年12月1日举行年度股东大会，会议形式为纯线上。公司2026财年云收入达44亿美元，总营收同比增长26%至66亿美元，自由现金流达13亿美元。股东需在2026年10月7日收盘时持有股份或持有有效委托书。","reason","Atlassian 2026财年云收入达44亿美元，总营收同比增长26%至66亿美元，自由现金流达13亿美元，显示其业务持续增长。","source",{"_12":93,"_94":95,"_9":96,"_97":42,"_98":99,"_100":101},"links",{"_90":91,"_78":92},"publishedAt","2026-10-14T20:07:23.000Z","discoveredAt","2026-10-14T20:19:35.379Z","timelineAt","category","ai-products","tags",[84,85,86,87,88,89],"stockSymbols",[83],"score",61,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fK_VKpsYH87c",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","0a07b7a0-3ab5-4ad0-abf6-6ce128600026","Atlassian 2026年年度股东大会安排",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

____________________

14A 表格

根据 1934 年证券交易法第 14(a) 条提交的代理声明

(1934 年证券交易法)

(修订版 No. )

____________________

由注册人提交 x 由注册人以外的方提交 o

请勾选适用的方框：


¨		初步代理声明
¨		机密，仅供委员会使用（根据规则 14a-6(e)(2) 允许）
x		最终代理声明
¨		最终附加材料
¨		根据 §240.14a-12 招募材料

$\"logo$

Atlassian Corporation

(注册人根据其章程指定的名称)

(如非注册人，为提交代理声明的人员名称)

提交费用支付（勾选所有适用的方框）：


x		无需费用
¨		已预先支付费用并提供了初步材料
¨		费用根据《交易法》规则14a-6(i)(1)和0-11要求的表格计算

$\"01_TEAM_cover$

我们的价值观

它们指导我们做什么、为什么创造以及我们雇佣谁。


$\"bull_values_Light$
开放的公司，没有废话	开放是我们根深蒂固的原则。信息默认在内部公开，分享是一种首要原则。我们明白，表达自己的想法需要智慧（说什么）、体贴（什么时候说）和关心（怎么说）。


$\"team_values_Light$
团队合作	我们在工作中花费了大量的时间。因此，时间越不像“工作”，越好。我们可以认真对待，但不必过于严肃。我们努力把团队的利益放在首位——无论是在会议室还是在足球场上。


$\"balance_values_Light$
用心和平衡来构建	“量两次，再切一次。”无论你是建造一个鸟屋还是一个企业，这都是好的建议。激情和紧迫感渗透我们所做的每一件事，同时也有智慧去全面而谨慎地考虑各种选择。然后我们做出决定，开始工作。


$\"change_values_Light$
成为你所寻求的改变	所有Atlassians都应该有勇气和创造力来引发改变——让我们的产品、员工和工作环境变得更好。持续改进是共同的责任。行动是独立的。


$\"customer_values_Light$
不要惹怒客户	客户是我们的生命线。没有满意的客户，我们就完了。因此，考虑客户视角——集体的，而不是少数人——是首要任务。


	3

2026年股东年会通知

议程项目


1。选举由我们董事会提名并在本代理声明中列出的9名董事。
2。批准安永会计师事务所（Ernst & Young LLP）作为我们截至2027年6月30日财年的独立注册公共会计事务所。
3。就咨询性表决批准我们指定高管人员截至2026年6月30日财年的薪酬。

我们还将考虑任何其他应提交年度会议（及年度会议的任何推迟或休会）的事项。截至本委托书声明的日期，我们尚未收到任何此类事项的通知。

股东年度会议

2026年12月1日星期二

太平洋时间下午2:00

我们将以虚拟方式举行Atlassian Corporation（“Atlassian”）股东年度会议（“年度会议”）。要参加会议、投票或提交问题，请记录在册的股东应前往www.virtualshareholdermeeting.com/TEAM2026 并使用其“互联网可用性通知”（“互联网通知”）或委托书上的控制号码登录。由经纪人、银行或其他代理人持有的股份的受益所有人应查阅这些委托书材料及其互联网通知或投票指示表，了解如何在年度会议前及参与年度会议时进行投票。我们鼓励您在开始时间前15分钟加入年度会议。年度会议将没有实体地点，您将无法亲自参加会议。

在年度会议期间，股东可在www.virtualshareholdermeeting.com/TEAM2026处查阅股东名单。

在2026年10月7日营业结束时，持有我们A类普通股和/或B类普通股的记录在册股东及其代理人有权收到年度会议及其任何和所有延期、继续或推迟的通知，并在上述会议中投票。这些委托书材料将于2026年10月14日首次向股东提供。

您的投票非常重要。请尽快投票。

关于将于2026年12月1日举行的股东年度会议的委托书材料可用的重要通知：委托书声明以及Atlassian截至2026年6月30日财年的年度报告10-K表，均可在以下网站电子版中查看 https://investors.atlassian.com/ 和 www.proxyvote.com。

根据董事会命令，

$\"05$

Stan Shepard

总法律顾问

加利福尼亚州旧金山

2026年10月14日


2026年委托书声明	$\"06_436434-3_logo_Atlassian$


4	2026年股东年度会议通知

如何投票


$\"02$	$\"02$	$\"02$	$\"02$
在年度会议期间在线投票	在年度会议前在线投票	电话	邮寄
通过www.virtualshareholdermeeting.com/TEAM2026 虚拟参加年度会议，并按照网站上的说明操作。	访问 www.proxyvote.com 并按照您的委托书或互联网通知上的说明操作。	拨打 1-800-690-6903 并按照录音信息中提供的说明操作（如果您收到了纸质委托书材料）。	将已填写并签署的委托书通过随附的免邮邮资的信封寄回。



致股票托管人：如果您是通过经纪公司、银行、信托或其他类似机构（即以“街名”形式持有股份）持有股份的股东，请参考提供给您的互联网通知或投票指示表中，由持有您股份的经纪公司或机构提供的指示。如果您未提供投票指示，我们预计您的代理人仅被允许就提案2投票。


$\"06_436434-3_logo_Atlassian$	2026年代理声明


	5

致我们的股东

致我们的股东、客户、合作伙伴和 Atlassians –

在结束2026财年时，我对Atlassian长期机遇的信心比以往任何时候都更加强烈。我们正经历技术领域前所未有的快速变化时刻，但在复杂时期，我专注于重要的事情。倾听客户，以事实为依据，适应变化，以纪律执行，并用心和平衡的态度进行建设。在这一年的各种喧嚣中，我为我们团队按照我们制定的战略所取得的成果感到非常自豪。

今年我们在战略重点方面取得了巨大进展——扩大我们的企业势头，将我们的工作系统扩展到每个团队，并巩固Atlassian在人工智能时代的地位。我们在专注于推动持久的、盈利的增长的同时实现了这些目标，这在我们的业绩中得到了体现。

在2026财年，云收入增长加速，并在年底总计达到44亿美元。这得益于Jira和Confluence中座位扩展的强劲表现，以及在Collections中客户扩大代理使用量并将其部署到工作流程中的交叉销售势头。总收入同比增长26%至66亿美元，订阅ARR同比增长23%超过66亿美元(1)，剩余履约义务同比增长44%至超过48亿美元。这表明客户越来越将Atlassian视为值得信赖的长期合作伙伴，以帮助他们改变工作方式。

我们势头的核心是人工智能，随着这项技术重塑软件，它自然会引发对企业平台未来发展的疑问。我的观点很简单。随着模型的普及和能力的不断提升，上下文将成为真正的差异化因素。

这就是我们的传统的重要性所在。二十多年来，我们的使命一直是释放每个团队的潜力。为全球各行各业的35万多家组织提供数十亿个工作流程的支持，使我们深入了解工作是如何完成的。我们的平台位于团队计划、构建、支持和运营的核心。我们的工作系统将这些活动连接到人力资源、市场营销、财务和IT等功能。我们的团队协作图将所有这些转化为组织上下文，使人工智能更加有用、可靠、高效和经济。

这使我们与企业客户建立了巨大的优势。世界上最大的组织正在加深对Atlassian的承诺，签订更大、更长期的交易。在2026财年，我们与大客户合同创下了新纪录，达成了我们历史上最大的一笔交易，并且我们的年收入超过500万美元的客户群同比增长了70%。

展望未来，我相信组织不会依靠数十个相互隔离的知识图谱运行。它们会选择少数值得信赖的平台，这些平台真正理解工作是如何完成的。Atlassian 正是为此而构建的。任何人都可以按令牌购买智能，但真正的加速需要智能加上上下文。我们提供 AI 模型无法自行创建的团队协作上下文，而这种价值会随着团队越来越多地依赖我们的 Work 系统而不断增长。

我们专注于执行企业、Work 系统和 AI 的优先事项，同时保持财务纪律，以打造持久的业务。在 2026 财年，我们实现了 13 亿美元的自由现金流(2)，并实现了全年 GAAP 营运盈利。

2026 财年意义重大，但我对未来的前景更加充满激情。

致 Atlassian 全体团队，谢谢你们。我们今年取得的成就是因为你们每一个人。同时，也感谢我们的股东、客户和合作伙伴一如既往的信任与支持。最好的还在后面。

$\"Mike_26-05-05_AtlassianEO_136.jpg\"$

$\"signature_mcb.jpg\"$

Michael Cannon-Brookes

首席执行官兼联合创始人

(1)有关订阅 ARR 的定义，请参见附录 A。

(2)自由现金流定义为经营活动产生的净现金流量减去资本支出，包括财产和设备的购置。有关非 GAAP 财务措施的信息，包括自由现金流与最直接可比的 GAAP 财务措施之间的调节，请参见附录 A。


2026 年代理声明	$\"06_436434-3_logo_Atlassian$


6


202 6 年度股东会议通知	3
致我们的股东的信	5
年度会议简介	8
202 6 年代理声明摘要与亮点	10
董事与公司治理	12
董事选举候选人	12
个人简介	14
董事独立性	19
董事会领导结构	19
董事会会议和委员会	19
薪酬委员会互锁和内部人员参与	23
董事选拔与董事会评估	23
股东推荐和董事候选人	24
董事会在风险监督中的作用	25
公司治理指南和商业行为与道德准则	26
股东参与	26
股东与董事会的沟通	26
我们的价值观与可持续发展战略	27
关联方交易政策	29
与关联方的交易	29
董事薪酬	30

执行官	32
高管薪酬	33
薪酬讨论与分析	33
福利、福利和其他薪酬及治理政策	44
薪酬与领导力发展委员会报告	47
高管薪酬表	48
终止或控制权变更时的潜在付款变更	51
CEO薪酬比例	52
薪酬与绩效	52


董事会审计委员会报告	56
将要投票的提案	57

$\"02$	提案1 – 董事选举	58


$\"02$	提案2 – 批准独立审计师的任命	59


$\"02$	提案3 – 对高管薪酬的咨询性投票	60


股票所有权信息	61
证券所有权表	61
股权激励计划信息	63

关于会议、投票和程序事项的信息	64
一般事项	64
有权投票的股东；记录日期	64
投票权；弃权；经纪人非投票	64
投票；代理投票的可撤销性	65
征集费用	66
提出业务或董事提名的程序在我们202 7 年度股东会议	66
代理材料的送达	67

附录A – 非GAAP财务指标和关键业务指标	68


$\"06_436434-3_logo_Atlassian$	2026年代理声明


	7

关于前瞻性声明的说明

本代理声明包含根据《1933年证券法》（经修订）第27A条、《1934年证券交易法》（经修订）第21E条（“交易法”）以及《1995年私人证券诉讼改革法案》定义的前瞻性声明，这些声明涉及重大风险和不确定性。在某些情况下，您可以通过前瞻性词语如“可能”、“将”、“预期”、“计划”、“相信”、“旨在”、“寻求”、“预期”、“打算”、“可能”、“应该”、“会”、“估计”、“设计”、“很可能”、“预测”、“预测”、“项目”、“潜在”、“目标”或“继续”以及类似表达或变化来识别这些声明，但这些词语不是识别此类声明的唯一方式。除历史事实陈述外的所有陈述都可能被视为前瞻性声明，包括有关我们的产品和产品、客户、领导力、业务优先事项和战略、市场地位和机会、环境、社会和治理工作和可持续发展目标、Team Anywhere、我们高管薪酬计划的目标或效果以及财务目标的陈述。

我们不承担更新本代理声明中任何前瞻性声明的义务，或反映本代理声明日期后的事件或情况，或反映新信息或未预见事件的发生，除非法律另有要求。

此类前瞻性声明所涉及的事项的成就或成功涉及已知和未知的风险、不确定性和假设。如果任何此类风险或不确定性成为现实，或者如果任何假设被证明不正确，我们的结果可能与我们作出的前瞻性声明所表达或暗示的结果有重大差异。你不应将前瞻性声明视为对未来事件的预测。前瞻性声明仅反映我们管理层在作出该等声明时的信念和假设。

有关这些及其他可能影响我们财务结果的因素的更多信息，包括我们向证券交易委员会（“SEC”）提交的文件中“风险因素”部分，详见我们最近提交的10-K和10-Q表格，这些文件可在我们网站投资者关系部分的财务 - SEC 文件栏目中找到： https://investors.atlassian.com.

本委托书中的网站引用仅为方便起见，被引用网站的内容并未纳入本委托书中。

除非另有说明，所有对“$”、“USD $”、“美元”和“美元”的引用均指美国美元，所有对“AUD $”的引用均指澳大利亚美元。



关于2026年股东年度会议于2026年12月1日举行的委托书材料可用的重要通知。2026财年结束于2026年6月30日的委托书和年度报告可在www.proxyvote.com上找到。


2026年委托书	$\"06_436434-3_logo_Atlassian$


8

关于年度会议

谁在征求我的投票？

Atlassian Corporation董事会（“董事会”）正在征求您对Atlassian 2026年股东年度会议（“年度会议”）的投票。除非另有说明，本委托书（“委托书”）中对“Atlassian”、“我们”、“我们”、“我们的”和“公司”的引用均指Atlassian Corporation。

年度会议何时何地举行？

年度会议将于2026年12月1日星期二太平洋时间下午2点举行。年度会议将以虚拟会议形式举行，仅通过一个实时网络广播进行，网址为 www.virtualshareholdermeeting.com/TEAM2026。

为什么举行虚拟年度会议？

Atlassian通过我们的Team Anywhere方法拥抱远程办公。绝大多数Atlassians在工作地点上具有灵活性——无论是在办公室、在家，还是两者的结合。Team Anywhere意味着，部分而言，我们旨在让所有Atlassians无论从何处加入我们的团队，都能拥有相同的连接能力。

秉承“全球团队”理念，我们此次年度会议将采用虚拟会议形式，无论股东身处何地，都能提供一致的体验。我们还认为，虚拟会议形式可以增强股东参与度和互动性，并减少年度会议对环境的影响。在构建我们的虚拟年度会议时，我们的目标是增强而非限制股东的参与，我们设计了会议，使股东能够享有与现场会议相同的权利和参与机会。

我可以在哪里获取委托书材料？

根据证券交易委员会（SEC）的规定，我们主要通过互联网提供委托书材料。因此，我们已将《委托书材料互联网可用性通知》（“互联网通知”）邮寄（或在要求的情况下电子邮件发送）给截至2026年10月7日持有我们股票的股东。我们已将委托书材料邮寄给要求获取纸质副本的股东。如何通过互联网访问委托书材料、通过电子邮件接收委托书材料或通过邮寄请求纸质副本的说明可在互联网通知中找到。

通过在互联网上访问委托书材料或选择以电子邮件方式接收未来的委托书材料，您将减少我们打印和邮寄文件给您的成本，并减少年度会议对环境的影响。如果您选择以电子邮件方式接收未来的委托书材料，并且您是截至下一年度年度会议记录日的Atlassian股东，明年您将收到一封包含相关材料链接的电子邮件。如果您选择以邮寄方式接收未来的委托书材料，您将收到这些材料的纸质副本，包括委托书或投票指示表。您选择以邮寄或电子邮件方式接收委托书材料的决定将一直有效，直到您通知我们终止该选择。

我有多少投票权？

每一股A类普通股在年度会议的所有投票事项上拥有1票表决权，每一股B类普通股拥有10票表决权。截至2026年10月7日持有A类普通股和/或B类普通股的股东有权在年度会议上投票。截至2026年10月7日的股东名单将在我们的总部（位于美国加利福尼亚州旧金山市布什街350号13楼，邮编94104）向任何股东开放查阅，查阅时间从年度会议开始前10天起。如果您希望查看该名单，请通过上述地址或发送邮件至IR@atlassian.com联系我们的公司秘书，以安排会面。


$\"06_436434-3_logo_Atlassian$	2026年委托书


关于年度会议	9

我将投票什么内容？

股东将在年度会议上就以下事项进行投票：

提案

董事会的建议

页

1。选举Scott Belsky、Shona L. Brown、Michael Cannon-Brookes、Scott Farquhar、Anil Sabharwal、Christian Smith、Steven Sordello、Jason Warner和Michelle Zatlyn担任董事，直至2027年度股东会议，并直至其继任者被正式选举并具备资格。

对于每位候选人的投票

2.批准任命普华永道会计师事务所（Ernst & Young LLP）为我们截至2027年6月30日财年的独立注册公共会计事务所。

赞成

3.批准，以咨询性方式，批准我们截至2026年6月30日财年的高级管理人员的薪酬。

赞成

我们还将处理可能在年度股东大会上提出的任何其他事务，尽管截至本代理声明日期，我们并不知晓任何此类事务。

如何在年度股东大会之前进行投票？

如果您是记录在册的股东，您可以通过以下任何一种方式在会议前进行投票：


$\"02$	$\"02$	$\"02$
互联网	电话	邮寄
访问 www.proxyvote.com 并按照您的代理投票卡或互联网通知上的说明操作。	拨打 1-800-690-6903 并按照录音信息中提供的说明操作 (如果您收到了纸质代理材料的话)。	将已填写并签署的代理投票卡通过随附的免邮邮资信封寄回。

如果您是通过经纪公司、银行、信托或其他类似机构（即“场外名称”）持有股份的股东，请参考持有您股份的经纪公司或机构的说明。

如何参与年度股东大会？

如果您在2026年10月7日（记录日）收盘时是股东，或者持有有效的代理投票权，您有权参与年度股东大会。要参与虚拟会议，包括投票、提问以及在会议期间查看记录日的注册股东名单，您必须访问会议网站 www.virtualshareholdermeeting.com/TEAM2026，输入您的互联网通知、代理投票卡或投票指示表上找到的16位控制号码，并按照网站上的说明操作。如果您的股份以场外名称持有，并且您的投票指示表或互联网通知表明您可以通过 www.proxyvote.com投票，那么您可以使用该投票指示表或互联网通知上注明的16位访问代码访问、参与并投票。否则，以场外名称持有股份的股东应提前至少五天联系其银行、经纪商或其他代理人（最好是提前至少五天），并获得“法律代理”以能够参加会议、参与或投票。会议网络直播将于太平洋时间下午2:00准时开始。在线签到将在那之前约15分钟开始，我们建议您留出充足的时间进行签到程序。如果您在签到过程中或会议期间遇到技术问题，可以在会议网站 www.virtualshareholdermeeting.com/TEAM2026上找到实时技术支持的信息。

我们将尽最大努力在时间允许的范围内回答符合会议行为准则的股东提交的尽可能多的问题。我们保留对粗俗或其他不适当语言进行编辑的权利，并且可以排除与会议事项或公司业务无关的问题。如果我们收到大量相似的问题，我们可能会将这些问题分组并提供一个统一的回答，以避免重复。

无论您是否计划参加年度股东大会，确保您的股份在年度股东大会上得到代表和投票都是非常重要的。因此，我们鼓励您通过上述方法之一在年度股东大会之前提前投票。

有关参加年度股东大会的规则和程序的更多信息将载于我们的会议行为准则中，股东可以在会议期间通过会议网站查看该准则。


2026年代理声明	$\"06_436434-3_logo_Atlassian$


10

2026年代理声明摘要和亮点

2026年业务亮点

我们的使命是释放每个团队的潜力。我们的团队协作软件使组织能够通过一种工作系统连接所有团队，该系统可以大规模释放生产力。我们深度互联的应用程序、AI代理和集合产品组合，每个都有明确的价值主张，均基于Atlassian云平台和数据模型：一种通用的技术基础，可以无缝连接组织内的团队、信息、上下文和工作流程。

作为一家以AI为核心的企业，我们已将AI嵌入到我们平台的每个界面，使组织能够在人类和AI团队成员之间协调工作。核心是Teamwork Graph，这是一个统一的数据层，将Atlassian和非Atlassian工具中的团队协作数据连接起来，映射目标、知识、团队和工作之间的关系。随着AI模型变得更加商品化，它们所操作的上下文质量决定了它们的输出质量——而Teamwork Graph为AI代理提供了关系感知的企业上下文，以产生准确、相关和可操作的结果。这种上下文会随时间积累，随着每个工作流程和集成而变得更加丰富，帮助人类和AI团队成员更快地获得更好的结果。

在2026财年，我们在战略重点——企业、AI和工作系统方面取得了强劲的进展，并实现了持久且盈利的增长。我们取得了良好的业务和财务成果，包括：(1)

总收入

66亿美元

$\"02$

较FY25增长26%

订阅ARR(1)

66亿美元

$\"02$

较FY25增长23%

运营现金流

14亿美元

云收入

44亿美元

$\"02$

较FY25增长28%

GAAP运营利润

自由现金流(1)

13亿美元

自由现金流占比为20%

(1)订阅ARR和自由现金流不是美国通用会计准则（“GAAP”）财务指标。有关非GAAP财务指标的信息，包括GAAP到非GAAP财务指标的调节，请参见附录A。


$\"06_436434-3_logo_Atlassian$	2026年代理声明


2026年代理声明摘要和亮点	11

董事会和公司治理亮点

Atlassian 由一个由经验丰富的、合格的和多元化的董事组成的董事会进行管理。我们的所有董事提名人（除首席执行官（“CEO”）兼联合创始人 Michael Cannon-Brookes、联合创始人兼前联合首席执行官 Scott Farquhar 和 Anil Sabharwal 外）均符合纳斯达克证券市场有限责任公司（“Nasdaq”）上市标准中对独立性的定义。以下数字突显了我们董事提名人在独立性、任职时间和年龄方面的特点。

独立性

$\"2451\"$


n	独立
n	非独立

任职时间(1)

$\"2465\"$


n	0-5 年
n	6-10 年
n	>10 年

年龄

$\"2473\"$


n	46-50
n	51-55
n	56-60
n	61+

(1)董事任职时间从初始服务月份起至本代理声明提交之日止，按完成的服务年数计算。

我们的董事会不认为董事的总体任职时间应有特定限制。在董事会任职时间较长的董事可以基于他们对 Atlassian 历史、政策和目标以及其运营行业的经验与理解，为 Atlassian 的运营和未来发展提供宝贵的见解。作为任期限制的替代方案，我们的董事会力求保持独立董事的平均任职时间在十年或以下。

我们的公司治理结构旨在通过我们精心组成的董事会提供的领导和监督，促进长期股东价值的创造。我们的董事会致力于通过我们强大的治理实践，并通过寻求和纳入股东反馈来保持与股东利益的一致性，这些反馈将指导我们董事会和公司每年的重点领域。



公司治理最佳实践


$\"02$ 董事会独立主席，与 CEO 角色分开 $\"02$ 致力于董事会更新，2026 财年任命了两位新董事，过去三年内任命了五位新董事 $\"02$ 100% 独立的常设委员会和委员会主席 $\"02$ 建立董事会成员标准，考虑潜在董事提名人个人和职业诚信、良好的道德和价值观，以及做出成熟商业判断的能力，目标是拥有多样背景和经验的董事会 $\"02$ 拥有多种资质、背景、专业经验和任职时间的董事会	$\"02$ 年度董事会和委员会评估 $\"02$ 所有季度董事会会议中，由董事会主席领导的独立董事独立会议 $\"02$ 董事入职和持续教育计划 $\"02$ 所有董事均可参加委员会会议 $\"02$ 所有董事的年度选举 $\"02$ 董事选举的多数投票标准 $\"02$ 可因故或无故罢免董事 $\"02$ 对高管和董事的最低股票持有指南 $\"02$ 股东反馈渠道

有关 Atlassian 公司治理和风险监督框架的更多信息，请参阅“董事和公司治理”。


2026 年委托书	$\"06_436434-3_logo_Atlassian$


12

董事和公司治理

选举候选人

我们的董事会由经验丰富的董事组成，他们曾领导、咨询并建立了领先的全球组织。我们的董事会在董事组成方面采取了深思熟虑的方法，使董事们拥有能够为 Atlassian 的战略决策带来显著价值的背景，并能够对管理层进行监督，向股东负责。我们的董事在创业、技术、运营和财务专家、投资者、高管和顾问方面都有丰富的背景。此外，我们努力在对业务的长期理解与新鲜的外部视角之间取得平衡，并在董事会内拥有多样化的背景和观点。

下表列出了每位董事候选人的姓名、年龄和其他某些信息。它还包括了我们常设委员会的成员信息，这些委员会预计在年度会议之后继续有效，如果所有董事候选人当选的话。自 2025 年以来一直在董事会任职的 Dykstra 女士将不会在年度会议上寻求连任。我们感谢她对 Atlassian 的服务。

委员会成员

董事候选人

年龄

自...起担任董事

其他上市公司

公司

董事会

独立董事

审计

薪酬

及领导力
发展

提名和
公司
治理

$\"05_436434-3_Image_Atlassian$

Scott Belsky
Partner, A24 和前首席战略官、副总裁，Adobe, Inc.

2024

$\"02$

$\"05_TEAM_Shona$

Shona L. Brown
独立顾问，前 Google.org 高级副总裁
独立董事主席

2015

$\"02$

$\"05_436434-3_Image_Atlassian$

Michael Cannon-Brookes
首席执行官 & 联合创始人，Atlassian Corporation

2002

$\"05_436434-3_Image_Atlassian$

Scott Farquhar
联合创始人 & 前联合首席执行官，Atlassian Corporation

2002

$\"05_TEAM_SabharwalA-bg.jpg\"$

Anil Sabharwal
AirTree Ventures 合伙人，前产品管理副总裁，Google

2026

$\"05_PRO014438_SmithC.jpg\"$

Christian Smith
前首席营收官，Splunk（Cisco Systems, Inc.）

2025

$\"02$

$\"05_436434-3_Image_Atlassian$

Steven Sordello
前首席财务官，LinkedIn Corporation

2015

$\"02$

$\"PRO014438_BOD$

Jason Warner
联合创始人和联合首席执行官，Poolside, Inc.

2025

$\"02$

$\"05_436434-3_Image_Atlassian$

Michelle Zatlyn
联合创始人，总裁兼首席运营官，Cloudflare, Inc.

2021

$\"02$


$\"02$	= 成员	$\"02$	= 主席


$\"06_436434-3_logo_Atlassian$	2026 年委托书


董事和公司治理	13

董事经验和资质矩阵

以下矩阵突出了候选人的关键技能、素质、属性和经验的组合，这些因素与其他因素一起，使董事会和提名与公司治理委员会（“提名委员会”）推荐这些候选人当选董事会成员。该矩阵旨在描绘每位董事的显著关注领域，并非没有标记就表示该董事不具有该资质或技能。候选人通过教育、直接经验和监督职责发展了这些技能。第14页起提供了额外的个人简介。

Scott
Belsky

Shona L.
Brown

Michael
Cannon-
Brookes

Scott
Farquhar

Anil
Sabharwal

Christian
Smith

Steven
Sordello

Jason
Warner

Michelle
Zatlyn

上市公司CEO / 总裁
在上市公司担任CEO或总裁的经验。

$\"02$

规模化管理
在规模化运营的公司中领导的经验。

$\"02$

审计 / 财务 / 会计
对金融市场、融资和会计及财务报告流程的知识。

$\"02$

技术专家
在软件产品或服务的工程或开发、计算机科学、信息技术或技术研究和开发方面的专业知识。

$\"02$

$\"pg14_gfx-check.jpg\"$

销售与市场
在销售管理、市场活动管理、市场营销/广告或公共关系方面的经验。

$\"02$

人力资源 / 薪酬 / 员工发展
在组织中进行人力资源开发的经验，包括吸引和留住顶尖人才。

$\"02$

企业软件行业
在企业软件行业的公司担任领导的经验。

$\"02$

风险 / 网络安全 / 隐私
在企业风险监督方面的经验，包括在网络安全和数据隐私管理方面有经验的董事。

$\"02$

战略 / 业务发展 / 并购 / 风险投资
通过投资、收购和增长战略创造长期价值的经验。

$\"02$


2026年代理声明	$\"06_436434-3_logo_Atlassian$


14	董事与公司治理

个人简介

以下列出了我们每位董事候选人的姓名和某些信息，他们目前都是董事会成员。我们任何董事或高管之间都没有家庭关系。我们的董事任职至下一次股东大会，并在选出并合格继任者后终止，但可能提前辞职或被解职。有关我们董事选举的更多信息，请参阅本代理声明中的提案1。



Scott Belsky A24合伙人，曾任Adobe, Inc.的首席战略官、副总裁


$\"05_436434-3_Image_Atlassian$ 独立董事年龄： 46 自何时担任董事： 2024 委员会：薪酬与领导力发展
专业经历 •A24 的合伙人，A24 是一家独立的电影、电视、音乐和出版工作室（2025 至现在） •Adobe 公司（“Adobe”）的首席战略官和执行副总裁，负责设计与新兴产品（2025 年）以及创意云执行副总裁（2017 至 2023 年），Adobe 是一家创意设计软件公司 •Benchmark 的风险投资人，Benchmark 是一家风险投资公司（2016 至 2017 年） •Adobe 的 Behance 首席产品官及创意云副总裁（2012 至 2016 年） •Behance LLC 的首席执行官和创始人，Behance LLC 是一个创意作品的社交媒体平台，于 2012 年被 Adobe 收购（2006 至 2012 年）教育 •康奈尔大学理学学士 •哈佛商学院工商管理硕士关键技能与资质 •在战略和产品方面有深厚经验，曾在 Adobe 担任广泛的高管职位，并作为 Behance 的联合创始人和首席执行官，直到其被 Adobe 收购，结合了在不同规模下的产品战略和运营理解 •在产品和设计领域是思想领袖，具有人工智能领域的专业知识，曾作为投资者和顾问为 Pinterest、Uber 和 Airtable 等公司提供服务，并撰写了两本著作，书名为 The Messy Middle 和 Making Ideas Happen


$\"06_436434-3_logo_Atlassian$	2026 年代理声明


董事和公司治理	15



Shona L. Brown 独立顾问和前 Google.org 高级副总裁


$\"pg16_pic-brown.jpg\"$ 自 2018 年起担任董事会主席独立董事年龄： 60 自 2015 年起担任董事委员会：薪酬与领导力发展；提名与公司治理其他公开公司董事会： DoorDash, Inc. 之前公开公司董事会（过去 5 年）： PepsiCo, Inc.
专业经验 •谷歌公司（现为 Alphabet Inc.）（“谷歌”）的高级顾问，谷歌是一家互联网搜索和技术公司（2013 至 2015 年） •谷歌基金会（Google.org）的高级副总裁，谷歌的慈善组织（2011 至 2012 年） •谷歌的业务运营副总裁，后升任高级副总裁（2003 至 2011 年） •麦肯锡公司（McKinsey & Company）的顾问（1995 至 2003 年）和合伙人（2000 至 2003 年），麦肯锡公司是一家咨询公司教育 •卡尔顿大学计算机系统工程学士 •牛津大学哲学与经济学硕士 •斯坦福大学工业工程与工程管理系博士关键技能与资质 •在谷歌担任高管十年间，积累了在组织结构、人员运营和企业文化方面的丰富经验，期间谷歌员工从500人增长到50,000人；通过合著书籍《在边缘竞争：结构化混沌中的战略》展现了思想领导力，该书提出了在动荡市场中竞争的新战略模型 •拥有丰富的上市公司董事会经验，目前是DoorDash, Inc.的首席独立董事，曾是PepsiCo, Inc.的董事，还曾作为顾问和董事为一系列科技初创公司和多家非营利组织提供公司治理经验 •在公共政策和可持续发展方面具有专业知识，曾领导谷歌的技术社会影响力项目



Michael Cannon-Brookes Atlassian Corporation 首席执行官兼联合创始人


$\"pg16_pic-brookes.jpg\"$ 年龄： 46 担任董事时间： 2002
专业经历 •Atlassian 首席执行官兼联合创始人（2002年至今） •澳大利亚新南威尔士大学计算机科学与工程兼职教授（2014年至今）教育 •毕业于澳大利亚新南威尔士大学信息系统的理学学士关键技能和资质 •作为我们的联合创始人以及超过二十年的首席执行官，提供了独特的宝贵经验，为Atlassian董事会带来价值 •自公司成立以来，通过开发和执行Atlassian的战略重点，深入了解Atlassian的产品、客户、文化与价值观 •数十年来领导Atlassian并投资于科技行业的公司，对Atlassian所处的市场有深入的理解


2026年代理声明	$\"06_436434-3_logo_Atlassian$


16	董事及公司治理



Scott Farquhar Atlassian Corporation 联合创始人兼前联合首席执行官


$\"pg17_pic-farquhar.jpg\"$ 年龄： 46 担任董事时间： 2002
专业经历 •Atlassian 联合首席执行官（2002年至2024年8月）兼联合创始人 •Atlassian 临时首席财务官（2022年7月至2022年9月） •Atlassian 董事会主席（2016年至2018年）教育 •毕业于澳大利亚新南威尔士大学商业信息技术理学学士关键技能和资质 •作为我们的联合创始人以及超过二十年的联合首席执行官（包括之前担任临时首席财务官和董事会主席的任期），为Atlassian董事会提供了独特而宝贵的经验 •自公司成立以来至2024年8月，通过开发和执行Atlassian的战略重点，深入了解Atlassian的产品、客户、文化与价值观 •在Atlassian任职数十年，并投资科技行业的多家企业，对Atlassian所处的市场有深入的理解



Anil Sabharwal 前谷歌副总裁


$\"05_TEAM_SabharwalA.jpg\"$ 年龄： 48 自何时起担任董事： 2026
专业经历 •谷歌副总裁（2016年4月至2026年5月），领导多个团队，包括谷歌相册、谷歌浏览器、Chrome OS和健康与可穿戴设备，最近担任产品管理副总裁 •Atlassian Williams F1车队的技术顾问（2025年4月至2025年12月） •谷歌谷歌相册的联合创始人兼董事（2013年7月至2016年4月） •谷歌Hangouts视频通话的产品负责人（2013年1月至2013年7月） •谷歌谷歌云存储和文档的联合创始人兼移动负责人（2009年1月至2013年1月）教育 •毕业于滑铁卢大学计算机科学数学学士 •加利福尼亚大学伯克利分校哈斯商学院的高级工商管理硕士关键技能和资质 •在谷歌和初创公司中拥有数十年的创业和领导产品、设计和工程团队的经验，包括谷歌相册团队，该团队在不到四年的时间内达到了超过十亿的活跃用户 •在谷歌大规模产品领导经验，领导过重要的业务单元 •通过为Atlassian Williams F1车队提供咨询，深入了解Atlassian客户体验，帮助其整合Atlassian工作系统


$\"06_436434-3_logo_Atlassian$	2026年代理声明


董事和公司治理	17



Christian Smith 前Splunk公司首席营收官（思科系统公司）


$\"05_PRO014438_Bio-SmithC.jpg\"$ 独立董事年龄： 61 自何时起担任董事： 2025 委员会：审计；提名与公司治理
专业经历 •2020年至2025年担任Splunk公司（“Splunk”）高级副总裁兼首席营收官，以及2017年至2020年担任其他销售领导职务，Splunk是一家网络安全和可观测性公司，于2024年被思科系统公司收购 •2014年至2017年担任Nintex USA, Inc.首席营收官，2013年至2014年担任高级副总裁 •在甲骨文公司（2011年至2013年）、ATG（2009年至2011年）和Daptiv（1999年至2009年）担任各种销售领导职务教育 •毕业于华盛顿大学市场营销、广告和传播文学学士关键技能和资质 •在企业软件领域拥有超过30年的高级领导经验，推动全球销售和数字化转型，包括领导Splunk从永久许可软件向经常性收入的转型，同时实现了持续增长和盈利能力的提升 •在企业软件领域拥有30多年高级管理职位的经验，推动了全球销售和数字化转型，包括领导Splunk将软件授权模式从一次性许可转变为持续收入，同时实现了持续增长和盈利能力的提升 •首创了统一参与模型，这是一种基于价值销售和客户参与的行业领先销售方法



Steven Sordello 领英公司（LinkedIn Corporation）前副总裁兼首席财务官


$\"pg20_pic-sordello.jpg\"$ 独立董事年龄： 57 担任董事自： 2015 委员会：审计其他上市公司董事会： Compass, Inc.
专业经历 •领英公司（LinkedIn Corporation，“领英”）高级副总裁兼首席财务官，这是一家在线商务社交网络服务公司，于2016年被微软公司（Microsoft Corporation，“微软”）收购（2007年至2021年）；领英公司高级副总裁兼首席财务官荣休（2021 至 2022年） •TiVo, Inc.（数字录像机制造商）首席财务官（2006年至2007年） •担任过多个高级管理职位，包括最近担任Ask Jeeves, Inc.（互联网搜索引擎公司）首席财务官，该公司于2005年被IAC收购（1999年至2005年） •Various finance roles at Adobe Systems Incorporated, a software company (1994 to 1999) •Various finance roles at Syntex Corporation, a pharmaceuticals company (1992 to 1994) Education •Bachelor of Science in business from Santa Clara University •M.B.A. from Santa Clara University Key Skills and Qualifications •Extensive background in strategy, operational and financial management, mergers and acquisitions and corporate leadership from decades of experience as a financial executive at consumer-facing and enterprise software companies operating at scale •As Senior Vice President and Chief Financial Officer at LinkedIn, oversaw major transactions including the company’s IPO and its $26.2 billion acquisition by Microsoft •Additional board of directors and audit committee expertise from tenures as independent director and audit committee member of private and public companies, including Compass, Inc. and Cloudera, Inc., until its merger with Hortonworks, Inc.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


18	Directors and Corporate Governance



Jason Warner Co-Founder and Co-Chief Executive Officer, Poolside, Inc.


$\"PRO014438_BOD$ Independent Director Age: 49 Director Since: 2025 Committees: Compensation and Leadership Development
Professional Experience •Co-Founder and Co-Chief Executive Officer at Poolside, Inc. (“Poolside”), a frontier AI lab start-up (2023 to Present) •Managing Director at Redpoint Ventures, a venture capital firm (2021 to 2023) •Chief Technology Officer at GitHub, Inc. (“GitHub”), a developer platform (2017 to 2021), including in period following GitHub’s acquisition by Microsoft in 2018 •Various engineering leadership roles at Heroku (2014 to 2017), Canonical (2010 to 2014), and 41st Parameter (2006 to 2010) Education •Bachelor of Science in computer science from Pennsylvania State University •Master of Science in computer science from Rensselaer Polytechnic Institute Key Skills and Qualifications •Seasoned technology executive and software engineering leader with a visionary approach to AI and developer tools; thought leader and advocate of the importance of safeguarding the creativity of the engineering profession while embracing technological advancements •Extensive experience leading the development of advanced AI models, including security and privacy for enterprise use, and deep expertise on the AI market and opportunity generally •During tenure as GitHub’s Chief Technology Officer, expanded GitHub’s user base to tens of millions of developers and served on the executive team through and following the company’s $7.5 billion acquisition by Microsoft in 2018



Michelle Zatlyn President and COO, Cloudflare, Inc.


$\"pg20_pic-zatlyn.jpg\"$ Independent Director Age: 47 Director Since: 2021 Committees: Audit; Nominating and Corporate Governance Other Public Company Boards: Cloudflare, Inc.
Professional Experience •Co-Founder, President (2020 to Present), Chief Operating Officer (2016 to Present) and Co-Chair (2025 to Present) of Cloudflare, Inc. (“Cloudflare”), a connectivity cloud company •Head of User Experience of Cloudflare (2009 to 2016) Education •Bachelor of Science in chemistry and business from McGill University •M.B.A. from Harvard Business School Key Skills and Qualifications •Strong executive, strategic, and operational experience, as well as expertise as a product development leader, from growing Cloudflare from a start-up to a global, publicly-listed company •A woman leader in the technology industry, recognized by Fortune’s 40 Under 40 list, Marie Claire’s 7th Annual New Guard, and womentech networks’ 100 Top Women in Tech Leaders to Watch in 2025 •Deep knowledge of our customers and products from firsthand experience using Atlassian products while scaling Cloudflare


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Directors and Corporate Governance	19

Director Independence

As required by the Nasdaq listing standards, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Our Board consults with our legal counsel to ensure that its determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the applicable Nasdaq listing standards. In addition, in making its determination, the Board considers any arms-length transactions made in the ordinary course between Atlassian and certain related entities, for instance the purchase from Atlassian of software products and services by companies of which a director is an executive officer and vice versa.

After review of all relevant transactions and relationships between each director, any of their family members, Atlassian, our executive officers and our independent registered public accounting firm, the Board has affirmatively determined that a majority of our Board is comprised of independent directors. Our current independent directors are: Mr. Belsky, Dr. Brown, Ms. Dykstra, Mr. Smith, Mr. Sordello, Mr. Warner, and Ms. Zatlyn. Mr. Sabharwal was not determined to be independent by the Board due to his service as a Technical Advisor to Atlassian Williams F1 Team between April and December 2025, for which he was paid as a consultant by Atlassian. Mr. Farquhar was not deemed to be independent because he served as our Co-CEO until August 2024.

The Board also concluded that all members of each of the Audit Committee, Compensation and Leadership Development Committee (the “CLDC”) and the Nominating Committee are independent within the meaning of our Corporate Governance Guidelines and Nasdaq listing standards, including the additional independence requirements applicable to members of the Audit Committee and the CLDC.

Board Leadership Structure

Each year, the Board appoints a Board Chair, reviews its leadership structure and determines whether, at the time, it is in the best interests of Atlassian and our stockholders for the role of Board Chair to be held by someone other than our CEO. When the same person serves as both Board Chair and CEO, the independent directors may appoint a Lead Independent Director.

Currently, the roles of Board Chair and CEO are separated. In September 2026, Dr. Brown was re-appointed as Board Chair. At this time, the Board has determined that it is not necessary to appoint a Lead Independent Director given that the Board has determined Dr. Brown to be independent. The Board believes this governance structure, which consists of an independent Board Chair, a CEO (who is also a director), and a majority of independent, engaged directors, is optimal at this time for guiding our company, providing oversight, and maintaining the focus required to achieve our business goals. In particular, Atlassian and our Board recognize the importance of the effective oversight that is provided by our independent Board members.

While separation of the Board Chair and CEO roles is not required under our Bylaws or Corporate Governance Guidelines, the Board believes that at this time it is appropriate for us and in the best interests of Atlassian and our stockholders. The Board believes this structure provides an effective balance between strong company leadership and oversight by independent directors with expertise from outside Atlassian, as it enables Mr. Cannon-Brookes to focus his attention on our business strategy and operations.

Board Meetings and Committees

During our fiscal year ended June 30, 2026, our Board held 15 meetings. Each incumbent director nominee attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we encourage, but do not require, our directors to attend. Two of the then current members of our Board attended the 2025 Annual Meeting of Stockholders.

Our Board has established the Audit Committee, the CLDC, and the Nominating Committee. Each of these committees has a written charter that it reviews annually, making recommendations to the Board for any charter revisions that might be needed to reflect evolving best practices. All three committee charters are available on our website at https://investors.atlassian.com/ under “Governance—Governance Documents.” The members of each committee are independent and appointed by the Board based on recommendations of the Nominating Committee.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


20	Directors and Corporate Governance

The composition and responsibilities of each of the committees of our Board, as of the date of this Proxy Statement, are described below. Members will serve on these committees until their resignation or until otherwise determined by our Board.



Audit Committee


Members Steven Sordello (Chair) Karen Dykstra(1) Christian Smith(2) Michelle Zatlyn	All Committee members are independent and meet the requirements of financial literacy under Nasdaq listing standards. Mr. Sordello and Ms. Dykstra have each been determined to qualify as an audit committee financial expert. Number of meetings in fiscal year 2026: 9 Committee Report: page 56

(1) Ms. Dykstra will not stand for re-election to the Board at the Annual Meeting. (2) Mr. Smith was appointed to the Audit Committee effective October 1, 2025.


The Audit Committee oversees our accounting and financial reporting process, the auditing of our financial statements and our guidelines and policies governing our management’s assessment and mitigation of enterprise risks. Among other matters, the Audit Committee’s responsibilities include: •Selecting and hiring our independent registered public accounting firm. •Evaluating the performance and independence of our independent registered public accounting firm and the performance of Atlassian’s internal audit function. •Pre-approving the audit and any non-audit services to be performed by our independent registered public accounting firm. •Reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices. •Reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures. •Overseeing and reviewing our guidelines and policies that govern the process by which our exposure to risk is assessed and managed by management. •Overseeing and reviewing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters. •Reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit and the financial statements included in our publicly filed reports. •Reviewing and approving any proposed related party transactions.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Directors and Corporate Governance	21



Compensation and Leadership Development Committee


Members Scott Belsky (Chair)(1) Shona L. Brown Jason Warner(2)	All Committee members are independent. Number of meetings in fiscal year 2026: 5 Committee Report: page 47

(1) Mr. Belsky was appointed as the Chair of the CLDC effective January 1, 2026. (2) Mr. Warner was appointed to the CLDC concurrently with his appointment to the Board effective October 1, 2025.


The CLDC reviews and approves our compensation structure, policies and programs, including the compensation and benefits of our executive officers. Among other matters, the CLDC’s responsibilities include: •Establishing, overseeing, and administering employee compensation, including incentive-based compensation plans, such as employee bonus plans, and equity-based plans, and benefits policies and programs and overseeing related risks. •Reviewing and approving compensation programs and awards for our executive officers and non-employee directors. •Establishing performance goals for our executive officers and evaluating the performance of our executive officers in light of those goals and objectives. •Reviewing executive officer succession plans, leadership development, attraction and retention and related risks. •Reviewing and approving the peer group of companies used to inform our evaluation of compensation for our executive officers, other employees and directors. •Sole discretion to retain and oversee the engagement of compensation consultants, legal counsel, or other advisors to advise the CLDC at the expense of Atlassian. •Reviewing with management our annual Compensation Discussion and Analysis. •Preparing and approving the annual CLDC Report. The CLDC may delegate its authority to one or more subcommittees or to one member of the CLDC, in accordance with applicable law. The CLDC delegates its authority to members of management to determine certain types of awards under our equity-based compensation plans for employees who are not executive officers. The CLDC has delegated authority to management to determine cash awards under our cash incentive plans for non-executive officers.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


22	Directors and Corporate Governance



Nominating and Corporate Governance Committee


Members Shona L. Brown (Chair)(1) Christian Smith Michelle Zatlyn(2)	All Committee members are independent. Number of meetings in fiscal year 2026: 2

(1) Dr. Brown was appointed to the Nominating Committee effective October 1, 2025 and as Chair on January 1, 2026. (2) Ms. Zatlyn was appointed to the Nominating Committee effective January 1, 2026.


The Nominating Committee identifies individuals qualified to become members of the Board, recommends to the Board the director nominees for election at each annual meeting of stockholders, develops and maintains our Corporate Governance Guidelines and oversees the evaluation of the Board and its committees. Among other matters, the Nominating Committee’s responsibilities include: •Recommending to the Board criteria for Board and committee membership, including any specific qualities or skills that the Nominating Committee believes are necessary for one or more of the Company’s directors. •Establishing a process for evaluating nominees for the Board, including nominees recommended by stockholders. •Recommending to the Board the director nominees for election at each annual meeting of stockholders, based on a review of the minimum qualifications and other criteria approved by the Board or the Nominating Committee. •Reviewing all stockholder nominations and proposals submitted to Atlassian and recommending to the Board appropriate action on each such nomination or proposal. •Developing and regularly assessing a set of Corporate Governance Guidelines applicable to Atlassian that satisfy the applicable requirements under Nasdaq rules. •Overseeing the Board’s performance and annual self-evaluation process.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Directors and Corporate Governance	23

Compensation Committee Interlocks and Insider Participation

During fiscal year 2026, Dr. Brown and Messrs. Belsky, Goodarzi and Warner served on the CLDC. Effective October 1, 2025, Mr. Warner was appointed to the CLDC concurrently with his appointment to the Board. Additionally, Mr. Goodarzi stepped down concurrently with his resignation from the Board effective January 1, 2026. None of the members of the CLDC has been an officer or employee of Atlassian. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on the Board or the CLDC.

Director Selection and Board Evaluation

Identifying and Evaluating Director Candidates

The Nominating Committee uses a variety of methods for identifying and evaluating director nominees. Candidates may come to the attention of the Nominating Committee through directors, management, stockholders or third parties. The Nominating Committee and the Board believe it is in the best interests of Atlassian and its stockholders to obtain highly qualified individuals to serve on the Board.

The Nominating Committee regularly assesses the appropriate size, composition and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. The Nominating Committee believes that it is important to maintain and consistently refresh a list of qualified potential candidates for nomination.

The Nominating Committee will evaluate and recommend candidates for membership on the Board consistent with criteria established by the committee. In identifying prospective director candidates, the Nominating Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective director candidate, their independence, their depth and breadth of business experience, and the needs of the Board.

At a minimum, the Nominating Committee must be satisfied that each Nominating Committee-recommended nominee meets the following minimum qualifications:

•The nominee must have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing.

•The nominee must be highly accomplished in their respective field, with superior credentials and recognition.

•The nominee must be well regarded in the community and must have a long-term reputation for the highest ethical and moral standards.

•The nominee must have sufficient time and availability to devote to the affairs of Atlassian, particularly in light of the number of boards on which the nominee may serve.

•To the extent such nominee serves or has previously served on other boards, the nominee must have a demonstrated history of actively contributing at board meetings.

•The nominee must have skills that are complementary to those of the existing Board.

•The nominee must have the ability to assist and support management and make significant contributions to Atlassian’s success.

•The nominee must have an understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.

The Nominating Committee will also seek appropriate input from our CEO from time to time in assessing the needs of the Board for relevant background, experience, and skills of its members.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


24	Directors and Corporate Governance

Board Evaluation Process

Annually, our Board works with an outside advisor to conduct a comprehensive evaluation of our Board, its committees and its individual members. The Nominating Committee oversees this evaluation process. The evaluation aims (i) to find opportunities where our Board and committees can improve their performance and effectiveness, (ii) to assess any need to evolve the composition and expertise of our Board, and (iii) to assess the quality and effectiveness of the interactions between our Board and Atlassian management. The collection of information is facilitated by an outside advisor to preserve integrity and anonymity of the members of our Board.

The Nominating Committee is responsible for designing the evaluation process and establishing the evaluation criteria. During the evaluation process, the outside advisor collects feedback from each director, and then the results of the evaluation and any recommendations for improvement are provided to our Board. Our Board reviews and discusses the evaluation results and any actions to be taken as a result of the discussion. Our Board, including our Nominating Committee, uses the results to inform Board and committee composition, including considering the backgrounds, skills and experience that can best prepare our Board for the evolving needs of Atlassian.

Stockholder Recommendations and Nominees for Director

The Nominating Committee considers properly submitted recommendations for candidates to the Board from stockholders. In evaluating such recommendations, the Nominating Committee evaluates candidates recommended by stockholders using the same criteria it applies to evaluate other candidates and seeks to achieve a balance of experience, knowledge, integrity, and capability on the Board and to address the membership criteria set forth under “Identifying and Evaluating Director Candidates” above.

Stockholder recommendations to the Board should be sent to the attention of Atlassian’s Corporate Secretary by one of the following two ways:

By email:

IR@atlassian.com

By mail or expedited delivery service:

Atlassian Corporation

350 Bush Street, 13th Floor

San Francisco, California 94104 USA

Attention: Corporate Secretary

In addition, our Bylaws permit stockholders to nominate directors for consideration at an annual meeting of stockholders. For a description of the process for nominating directors in accordance with our Bylaws, see “Information About the Meeting, Voting and Procedural Matters — Procedure for Introducing Business or Director Nominations at Our 2027 Annual Meeting of Stockholders.”


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Directors and Corporate Governance	25

Board’s Role in Risk Oversight

The full Board oversees Atlassian’s risk management program and delegates certain risk oversight responsibilities to Board committees. Management is responsible for balancing risk and opportunity in support of Atlassian’s objectives, and carries out the daily processes, controls and practices of our risk management program — many of which are embedded in our operations. Atlassian’s enterprise risk management program is designed to identify, assess and prioritize Atlassian’s risk exposures across various time frames, from the short term to the long term. Risks are evaluated based on their potential magnitude, likelihood and immediacy. The committees of the Board play key roles in the Board’s risk oversight responsibility. All committees receive regular reports from Atlassian officers responsible for monitoring and mitigating particular risk exposures, and the committees provide regular reports to the full Board on relevant areas of oversight, as summarized below.

Full Board

•Reviews and discusses priority risks with management, including through the annual strategic planning process and reviews of annual operating plans, financial performance, merger and acquisition opportunities, market environment and go-to-market updates, legal and regulatory developments, cybersecurity matters, AI governance, international business activities, and presentations on specific risks.

•Considers regular reports from each committee regarding risk matters under its areas of oversight.

Audit Committee

Compensation and Leadership Development Committee

Nominating and Corporate Governance Committee

•Reviews and discusses Atlassian’s overall assessment and management of enterprise risks, including financial, operational, data privacy, cybersecurity, competition, legal, regulatory, tax and accounting risk exposures and the steps that Atlassian’s management has taken to monitor and control such exposures.

•Discusses the guidelines and policies that govern the process by which Atlassian’s exposure to risk is assessed and managed by management, including a review of Atlassian’s enterprise risk-management framework.

•Oversees risks associated with our financial statements and other financial-related risks, including insurance exposure and corporate infrastructure risks.

•Reviews risks associated with our compensation programs, policies and practices, both for executives in particular and for employees generally.

•Oversees organizational development activities and human-capital management, including: management depth and strength assessment; leadership development and succession planning; company-wide organization and talent assessment; employee recruitment, engagement and retention; workplace environment and culture; employee health and safety; and pay equity.

•Reviews risks associated with corporate governance.

•Oversees overall board effectiveness, including identifying and recruiting members with appropriate skills and experience.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


26	Directors and Corporate Governance

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board and Nominating Committee regularly review and evaluate Atlassian’s corporate governance practices. The Board has adopted corporate governance principles that address the composition of, and policies applicable to, the Board, as well as a Code of Business Conduct and Ethics applicable to all directors, officers and employees of Atlassian, including our CEO and Chief Financial Officer.

The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are available on Atlassian’s website at https://investors.atlassian.com/ under “Governance—Governance Documents” or in print by contacting Investor Relations at IR@atlassian.com or 350 Bush Street, 13th Floor, San Francisco, California 94104 USA, Attention: Investor Relations. Any substantive amendments to or waivers of the Code of Business Conduct and Ethics relating to our executive officers or directors will be disclosed promptly on our website, as required under applicable Nasdaq and SEC rules.

Stockholder Engagement

We proactively engage with our stockholders throughout the year on a wide range of topics that are of interest and priority to both Atlassian and our stockholders. In fiscal year 2026, we conducted outreach to holders of nearly 45% of shares of our Class A Common Stock outstanding and engaged in dialogue with holders of more than 42% of shares of our Class A Common Stock outstanding through this program. We engaged with 54% of our 20 largest stockholders (not including our Co-Founders, Mr. Cannon-Brookes or Mr. Farquhar); such engagements represent over 30% of the total shares of our Class A Common Stock outstanding. We discussed and solicited feedback from stockholders on various topics, including: business strategy, new products, developing technologies, such as agentic AI, company performance, compensation programs, corporate governance, risk, and culture.

Our engagement process enables us to better understand our stockholders’ priorities, thoughtfully consider a variety of perspectives, elaborate on our initiatives, and foster an open and constructive dialogue. Our Investor Relations team is responsible for leading our stockholder outreach. Meetings can include participation by our senior management team, as well as members of the Board, as appropriate. Our Head of Investor Relations regularly communicates topics discussed and stockholder feedback to senior management and the Board for consideration in their decision-making.

During fiscal year 2026, in addition to targeted meetings, we engaged with stockholders, prospective investors, and investment analysts in quarterly earnings calls, analyst meetings, and industry conferences. We also hosted an investor forum at our TEAM’26 conference, including a presentation of our strategic vision, opportunity, and enterprise sales transformation, as well as a Q&A session with Atlassian executives.

Stockholder Communications with the Board

Stockholders are able to communicate with the Board and with individual directors in their capacity as a member of the Board, by email or in writing as follows:

By email:

IR@atlassian.com

By mail or expedited delivery service:

Atlassian Corporation

350 Bush Street, 13th Floor

San Francisco, California 94104 USA

Attention: Corporate Secretary

All communications from stockholders must be accompanied by the following information regarding the person submitting the communication: (i) a statement of the type and amount of the securities of Atlassian that such stockholder holds, and a representation that the stockholder is a record holder of Atlassian’s securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act, and (ii) the address, telephone number and e-mail address, if any, of such person.

Atlassian’s Corporate Secretary will initially receive all stockholder communications and review it for compliance with the Stockholder Communications Policy before sharing with the Board or the addressed director. Atlassian’s Corporate Secretary will not forward (i) communications regarding individual grievances or other interests that are personal to the party submitting the communication; (ii) communications regarding ordinary business operations; and (iii) communications that contain offensive, obscene or abusive content. The full Stockholder Communication Policy is available for review at https://investors.atlassian.com/ under “Governance—Governance Documents.”


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Directors and Corporate Governance	27

Our Values and Sustainability Strategy

Our Chief Sustainability Officer provides updates, typically quarterly, to our CEO on the progress we’re making against our sustainability goals across climate, human rights, and the Atlassian Foundation. Additionally, our executive team and Board receive periodic updates on our sustainability strategy, progress, and challenges (typically once per year). These also include a review of compliance with material obligations, and any new expectations that have emerged since the prior update.

Corporate Culture

As a company, we strive to be open, fair, and just. Our company culture is exemplified by our core values, which guide what we do, why we create, and who we hire:

1.Openness and Innovation - We value transparency and openness as an organization. We believe that making product pricing, documentation, and AI capabilities accessible promotes trust and makes customers more comfortable engaging with us. We are dedicated to innovation and encourage our employees to invent new capabilities, applications, uses, and improvements for our software that help teams work smarter. We run Atlassian using our own products, which promotes open communication and transparency throughout the organization.

2.Dedication to the Customer - Customer service and support is at the core of our business. Our customer support teams strive to provide unparalleled service to our customers. We also encourage our service teams to build scalable, self-service solutions that customers will love, as we believe superior service drives greater customer happiness, which in turn drives positive word-of-mouth.

3.Team-driven - As our mission is to unleash the potential of every team, we value teamwork highly. We encourage our employees to be both team-oriented and entrepreneurial in identifying problems and inventing solutions. Through our distributed work model, Team Anywhere, we enable teams to collaborate effectively regardless of location. Dedication to teamwork is celebrated throughout Atlassian.

4.Long-term Focused - We believe that we are building a company that can grow and prosper for decades to come. Our model, in which we expand across our customers’ organizations over time, requires a patient, long-term approach, and a dedication to continuous improvement. This is exemplified by our investment in research and development, including AI and cloud innovation, which is significant relative to traditional software models and is designed to drive the long-term sustainability of our product leadership. Given the choice between short-term results and building long-term scale, we choose the latter.

$\"bull_values_Light$

$\"team_values_Light$

$\"balance_values_Light$

$\"change_values_Light$

$\"customer_values_Light$

Open company,
no bullshit

Play, as
a team

Build with heart
and balance

Be the change
you seek

Don’t #@!%
the customer

Planet

Atlassian set science-based targets to achieve net zero by 2040, focusing on operational emissions, suppliers, and business travel. Atlassian has matched 100% of its electricity consumption with renewables since 2020. In fiscal year 2024, our first U.S. fixed-price Virtual Power Purchase Agreement came online to deliver renewables and match our U.S. office and work-from-home energy use. To reduce the impact of business travel on the environment, we updated our travel policy to allow for direct flights when cost appropriate to reduce fuel usage and adopted a plan for an internal carbon fee that directly funds the purchase of Sustainable Aviation Fuel Certificates. This approach also provides greater visibility and accountability as we work towards our business travel emissions reduction goal and net zero. We’ve gained traction in engaging suppliers to set their own science-based targets by providing free advisory services and a supplier climate agreement that includes a supplier commitment to set their own climate goals. We publish limited, independent third-party assurance for scopes 1, 2, and 3 carbon emissions data.

Read more about our climate action strategy, including our science-based targets, interim progress, methodologies and third-party verification of greenhouse gas emissions in our latest Sustainability Report, which is on the Investor Relations section of our website under the Sustainability tab. The contents of this report and other materials accessible through our website are not incorporated into this filing.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


28	Directors and Corporate Governance

People

Atlassian is committed to building a workplace where everyone belongs, is valued, and can do their best work—together. We strive to implement a structural approach to mitigating bias and driving inclusion across how we hire, promote, and retain our people. Launched in 2022, Atlassian Employee Resource Groups play a vital role in our culture of inclusion. To support candidates who need accommodations, we’ve defined and created an accommodations process. We also aim to embed bias mitigation across our hiring process, empower leaders with the training and support to build teams where Atlassians can thrive, and provide all employees with tools to support their wellness.

We have a distributed work model, which we call “Team Anywhere.” The vast majority of our employees are offered the choice to work from their homes, our physical office locations, or any combination of the two, within our global operating footprint. We believe that our Team Anywhere approach offers a variety of benefits, including greater flexibility for our employees and a broader talent pool beyond the urban hubs where we have physical office locations.

Customers

Atlassian is committed to respecting human rights. We have aligned to the UN Guiding Principles on Business and Human Rights in a public Human Rights Statement. We seek to identify and manage salient human rights risks with teams across the business. Our Human Rights Statement is available under the Sustainability section of our website. The contents of the statement, or the contents of those materials accessible through our website, are not incorporated into this filing.

We have established Responsible Technology Principles, which outline five tenets that guide how we uphold Atlassian’s Values when it comes to building, deploying and using new technologies. We also developed and publicly shared a Responsible Technology Review Template and accompanying “No BS Guide” to advance the conversation on responsible product development and deployment. These materials are on the Trust section of our website. The contents of these materials, or the contents of those materials accessible through our website, are not incorporated into this filing.

Community

In Atlassian’s early days, co-founders Mike Cannon-Brookes and Scott Farquhar built giving back into the business with the creation of the Atlassian Foundation. We contribute 1% of our equity, profit, tools, and employee time to the Atlassian Foundation to tackle disadvantage – a model we champion globally as a co-founder of the Pledge 1% movement.

The Atlassian Foundation believes a better world is built with better teamwork. We focus on:

•Philanthropy: Taking a collective action approach to our partnerships because it scales impact beyond what any single organization can achieve on its own.

•Atlassian for Nonprofits: Supporting nonprofits and social enterprises with 50-100% off Atlassian apps and free support.

•Volunteering & donating: Empowering Atlassian employees to make a difference for causes they care about, with a focus on team-based moments that strengthen connection and culture.

More information about Atlassian Foundation is available on the Atlassian Foundation website, atlassianfoundation.org, the contents of which are not incorporated into this filing.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Directors and Corporate Governance	29

Related Person Transaction Policy

The Audit Committee is responsible for reviewing, and approving or ratifying, as appropriate, transactions between Atlassian (or one of our subsidiaries) and any “related person” of Atlassian. Under SEC rules, “related persons” include directors, officers, nominees for director, 5% or greater stockholders, and their immediate family members. The Audit Committee has adopted a written policy to evaluate these transactions for approval or ratification. Under this policy, the Audit Committee will review the relevant facts and circumstances of all related person transactions and either approve, ratify or disapprove of the entry into the transaction. In determining whether to approve or ratify any such transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the transaction (i) is on terms no less favorable than terms generally available to an unaffiliated third party, (ii) is consistent with the interests of Atlassian and its stockholders, and (iii) arose in the ordinary course of business. The policy grants standing pre-approval of certain transactions, including, among other things, (i) certain compensation arrangements involving directors and executive officers that are required to be reported in our Annual Report on Form 10-K or proxy statement and, with respect to executive officer compensation, satisfy other criteria, including having been approved by the CLDC, (ii) certain transactions where the relationship between us and the related person arises only from the related person’s position as a director of, and/or having holdings of less than 10% of, such entity, and (iii) transactions where a related person’s interest arises solely from the ownership of our stock and all holders of our stock received the same benefit on a pro rata basis.

Transactions with Related Persons

Other than as set forth below, since the beginning of fiscal year 2026, there have not been any transactions, nor are there any currently proposed transactions, in which Atlassian was or is to be a participant, where the amount involved exceeded $120,000 and in which any related person had or will have a direct or indirect material interest. As is the case with most multinational corporations, from time to time in the ordinary course of business, we engage in arms-length transactions with companies in which members of our Board or our executive team have professional relationships.

Indemnification Agreements

Atlassian has entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Aircraft Arrangements

In fiscal year 2026, we paid approximately $2.8 million in connection with Atlassian business-related travel on a private aircraft that is indirectly and wholly owned by Mr. Cannon-Brookes (the “Private Aircraft”). The payment was for flights that occurred on the Private Aircraft in fiscal year 2026 pursuant to a charter arrangement (the “Charter Agreement”) with an independent charter operator for business travel by Mr. Cannon-Brookes primarily on the Private Aircraft. Under the Charter Agreement, we pay a pre-determined rate per flight hour which, following a review of market data, we determined is below the market rate for a similar aircraft and is less than the actual operational costs incurred. As owner of the Private Aircraft, Mr. Cannon-Brookes receives substantially all of the fees we pay under the Charter Agreement. Due to the fact that the pre-determined rate we pay for the use of the Private Aircraft is less than the actual operational costs incurred, Mr. Cannon-Brookes does not profit from this arrangement.

The Charter Agreement was authorized by the Audit Committee, which believes that these transactions provide Atlassian with substantial value because our cost is less than the cost we would incur if we were to charter a similar aircraft from another operator at market rates or commit substantial capital to own and operate our own aircraft. The arrangements allow for significant benefits in terms of safety, security, efficiency, privacy, confidentiality, flexibility, and productivity for Mr. Cannon-Brookes’ role as CEO, particularly since the use of a private aircraft facilitates non-stop long-haul flights from Australia to the United States. We believe the amounts we pay pursuant to this arrangement are reasonable, necessary, appropriate, and for the benefit of us and our stockholders, particularly in light of their business purpose and the fact that Mr. Cannon-Brookes receives only a nominal salary and does not receive any bonus payments, equity awards or other incentive compensation.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


30	Directors and Corporate Governance

Director Compensation

Non-Employee Director Compensation Policy

Our non-employee director compensation policy (as amended and restated from time to time, the “Non-Employee Director Compensation Policy”) is designed to attract, retain, and reward directors of Atlassian who are not employees or officers of Atlassian and align their long-term interests with those of Atlassian and our stockholders. Employee directors receive no additional compensation for their service as a director.

Decisions regarding the Non-Employee Director Compensation Policy are approved by our CLDC. The CLDC conducts an evaluation of the design and competitiveness of our Non-Employee Director Compensation Policy on an annual basis in conjunction with Compensia, Inc. (“Compensia”), the CLDC’s independent compensation consultant. The annual review includes an assessment of competitive market practices for pay levels, pay design, and other market trends using the same peer group used for executive pay. We aim to position non-employee director compensation competitively against this same peer group. We review non-employee director compensation levels annually and make adjustments as necessary.

Our Non-Employee Director Compensation Policy consists of a cash retainer for service on the Board, additional retainers for serving as the chair of each of our standing Board committees, an additional cash retainer for the non-employee Board Chair, and an annual equity retainer awarded in the form of restricted stock units (“RSUs”). Cash retainer fees are paid quarterly in arrears. Directors who are appointed to the Board or resign from the Board are paid a pro-rated cash retainer fee for the time they were actually serving on the Board.

We reimburse non-employee directors for all reasonable expenses incurred in connection with their service on the Board, including attending Board and committee meetings. However, we do not pay meeting attendance fees.

The table below outlines the details of our Non-Employee Director Compensation Policy in effect for fiscal year 2026:

Annual Cash Retainers


	Cash Amount ($)
Annual Cash Retainer for Board Membership		55,000
Additional Annual Cash Retainer for Independent Board Chair		50,000
Additional Annual Cash Retainer for Committee Chairs
Annual service as chair of the Audit Committee		20,000
Annual service as chair of the CLDC		15,000
Annual service as chair of the Nominating Committee		10,000

Annual Equity Awards

On the date of each annual meeting of stockholders, each non-employee director who continues as a member of our Board following such annual meeting of stockholders will receive a grant of RSUs (the “Annual Award”). In fiscal year 2026, the Annual Award had a grant date fair value of $290,000, rounded up to the nearest whole share. The Annual Award vests in full on the earlier of: (i) the one-year anniversary of the grant date; and (ii) the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date, unless the CLDC determines that circumstances warrant continuation of vesting. Directors who are appointed to the Board not in connection with an annual meeting of stockholders are granted an equity retainer equal to the grant date fair value of $290,000 pro-rated based on the amount of time left to serve until the next annual meeting of stockholders.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Directors and Corporate Governance	31

Fiscal Year 2026 Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors in fiscal year 2026. Messrs. Cannon-Brookes and Farquhar did not receive any additional compensation for their service as directors.


Name	Fee Earned or Paid in Cash ($)	Stock Award ($)(1)(2)	Total ($)
Scott Belsky(3)	62,500		290,120	352,620
Shona L. Brown(4)	110,000		290,120	400,120
Karen Dykstra	55,000		290,120	345,120
Anil Sabharwal(5)	22,917		240,817	263,734
Sasan Goodarzi(6)	35,000		290,120	325,120
Christian Smith	55,000		290,120	345,120
Steven Sordello(7)	75,000		290,120	365,120
Richard P. Wong(8)	32,500		290,120	322,620
Jason Warner(9)	41,250		346,658	387,908
Michelle Zatlyn	55,000		290,120	345,120
Heather Fernandez (10)	13,750		—	13,750

(1)The amounts reported in this column represent the aggregate grant date fair value of RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value of RSUs was calculated by multiplying the closing trading price of our Class A Common Stock on the date of grant by the number of RSUs granted. This amount does not reflect the actual economic value realized by the director.

(2)As of June 30, 2026, each of our current non-employee directors, other than Mr. Sabharwal, held 1,885 unvested RSUs. Mr. Sabharwal held 2,118 unvested RSUs.

(3)Mr. Belsky served as the chair of the CLDC effective January 1, 2026.

(4)Dr. Brown served as the Board Chair and was appointed as the chair of the Nominating Committee effective January 1, 2026.

(5)Mr. Sabharwal was appointed to the Board effective February 1, 2026 and received a pro-rated cash retainer and stock award reflecting his actual period of service on the Board for the year.

(6)Mr. Goodarzi served as the chair of the CLDC until his resignation from the Board effective January 1, 2026, and received a pro-rated cash retainer reflecting his actual period of service on the Board for the year.

(7)Mr. Sordello served as the chair of the Audit Committee.

(8)Mr. Wong served as the chair of the Nominating Committee until his resignation from the Board effective January 1, 2026 and received a pro-rated cash retainer reflecting his actual period of service on the Board for the year.

(9)Mr. Warner was appointed to the Board effective October 1, 2025. The amount reported in the “Stock Awards” column reflects: (i) a pro-rated initial equity award of $56,538 granted in connection with his appointment to the Board, and (ii) the annual equity award of $290,120 granted to non-employee directors on December 2, 2025

(10)Ms. Fernandez resigned from the Board effective October 1, 2025.

Stock Ownership Policy

We believe it is important for our non-employee directors to own a meaningful amount of Atlassian stock to create alignment between the interests of our non-employee directors and our stockholders. As such, our Non-Employee Director Compensation Policy requires each non-employee director to own a specific value of our stock while they serve on our Board. The policy requires each non-employee director to hold vested shares of Atlassian Class A Common Stock with a fair market value of at least $265,000. Compliance with this requirement is assessed on each July 1 based on the 90-day average closing price of the Company’s Class A Common Stock ending on the trading day immediately preceding such date. Non-employee directors have four years from their initial appointment to the Board to meet this minimum requirement. Compensia, the CLDC’s independent compensation consultant, has reviewed this policy and found it to be competitive with those of our peer companies.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


32

Executive Officers

Below are the names and certain information about our executive officers, except Mr. Cannon-Brookes, whose biographical information can be found under “Directors and Corporate Governance—Biographies.”



James Chuong Chief Financial Officer


$\"05_TEAM_ChuongJ.jpg\"$ Age: 47	Professional Experience Mr. Chuong has served as our Chief Financial Officer since March 2026. From July 2021 to March 2026, Mr. Chuong was the Chief Financial Officer of LinkedIn. From 2013 until July 2021, he served in various finance leadership roles at LinkedIn. Prior to joining LinkedIn, Mr. Chuong spent several years as an investment banker. Education •B.A. in Business Administration from the University of San Diego •M.B.A. in Management from The Wharton School at the University of Pennsylvania



Brian Duffy Chief Revenue Officer


$\"05_TEAM_DuffyB.jpg\"$ Age: 46	Professional Experience Mr. Duffy has served as our Chief Revenue Officer since January 2025. From May 2023 to October 2024, Mr. Duffy was the Chief Executive Officer of SoftwareOne. From 2005 to March 2023, he served in various roles at SAP SE, including as President, Cloud from February 2021 to March 2023 and President, EMEA North from September 2017 to March 2021. Education •Bachelor of International Law from the University College Dublin •Master of Laws in International Business/Trade/Commerce from University of Illinois Chicago School of Law


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


	33

Executive Compensation


Table of Contents	Page
Compensation Discussion and Analysis	33
Executive Summary	34
Components of Compensation	36
Compensation Philosophy	40
Authority Over Executive Compensation	41
Perquisites, Benefits, and Other Compensation and Governance Policies	44
Report of the Compensation and Leadership Development Committee	47
Executive Compensation Tables	48
Potential Payments Upon Termination or Change in Control	51
CEO Pay Ratio	52
Pay Versus Performance	52

Compensation Discussion and Analysis

Introduction

The Compensation Discussion and Analysis describes the compensation programs for our named executive officers (our “NEOs”). For the fiscal year ended June 30, 2026, these individuals were:


Named Executive Officer	Position
Michael Cannon-Brookes	Chief Executive Officer (“CEO”) and Co-Founder
Anu Bharadwaj(1)	Former President
Joseph Binz(2)	Former Chief Financial Officer
James Chuong(3)	Chief Financial Officer
Rajeev Rajan(4)	Former Chief Technology Officer
Brian Duffy	Chief Revenue Officer

(1)Ms. Bharadwaj stepped down from her role as our President effective December 31, 2025 and served as a special advisor to Atlassian from December 31, 2025 through March 9, 2026.

(2)Mr. Binz stepped down from his role as our Chief Financial Officer effective March 30, 2026 and served as a special advisor to Atlassian from March 30, 2026 through June 30, 2026.

(3)Mr. Chuong was appointed as our Chief Financial Officer effective March 30, 2026.

(4)Mr. Rajan stepped down from his role as Chief Technology Officer effective March 31, 2026.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


34	Executive Compensation

Executive Summary

Fiscal Year 2026 Company Performance

Our product strategy and company culture work in concert to create unique value for our customers and competitive advantages for Atlassian.

We invest significantly in our deeply interconnected portfolio of apps, AI agents, and Collections, which each have their own discrete value propositions for delivering solutions for software teams, IT operations and support teams, and leadership and business teams. Our apps and agents are easy to adopt and use, which allows them to support a wide range of teams.

As a company, we have massive opportunities in enterprise cloud, AI, and the Atlassian System of Work that we believe will drive Atlassian’s growth for years to come. In fiscal year 2026, we achieved strong business and financial results, including:(1)

Total Revenue

$6.6 billion

$\"02$

26% from FY25

Subscription ARR(1)

$6.6 billion

$\"02$

23% from FY25

Operating Cash Flow

$1.4 billion

Cloud Revenue

$4.4 billion

$\"02$

28% from FY25

GAAP Operating Profit

Free Cash Flow(1)

$1.3 billion

Free Cash Flow Margin of 20%

(1)Subscription ARR and Free Cash Flow are non-GAAP financial metrics. See Appendix A for information regarding non-GAAP financial measures, including reconciliation of GAAP to non-GAAP financial metrics.

CEO Compensation

Mr. Cannon-Brookes, our CEO & Co-Founder receives a level of compensation that is substantially lower than CEOs at many peer companies. Other than modest statutorily required Australian superannuation contributions, his annual compensation consists of the following:

•Base Salary. Beginning in fiscal year 2020, Mr. Cannon-Brookes annual base salary was substantially reduced to AUD $74,653 (equal to USD $50,786 in fiscal year 2026, converted into U.S. dollars using a monthly average exchange rate for fiscal year 2026 of USD $1.00 to AUD $1.47).

•Annual Incentive Compensation. Mr. Cannon-Brookes forgoes participation in our annual cash incentive bonus program.

•Long-Term Incentive Compensation. Mr. Cannon-Brookes does not receive long-term incentive compensation, in light of his considerable pre-existing Atlassian equity holdings as a Co-Founder.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	35

“Say-on-Pay” Advisory Vote on Executive Compensation

We hold an annual non-binding advisory vote on the compensation program for our named executive officers (“Say-on-Pay” vote) and the next Say-on-Pay frequency vote will be held in 2029.

During our 2025 Annual Meeting of Stockholders, approximately 98.3% of the votes cast were in favor of our Say-on-Pay proposal, which indicated broad support for our executive compensation program and philosophy. We continue to consider the direct feedback we receive when engaging with stockholders and feedback from proxy advisors, highlights of which are summarized in the below table, as we make compensation decisions for our named executive officers. After considering these factors, as well as the desire to attract, retain and motivate high-level talent, we determined to maintain the same overall compensation design for 2026.


What We Heard		How We Responded

•Limit usage of one-time awards to executives		•Limited one-time executive awards to exceptional, company-specific retention needs, subject to CLDC review of the business rationale, existing unvested equity, expected dilution and equity expense, and alignment with the regular compensation program.

•Lack of performance-based criteria on the vesting of equity awards		•Maintained a four-year RSU structure, with award values informed by individual performance and impact, and reinforced long-term alignment through executive ownership and holding requirements. Enhanced our disclosure to explain this design and our continuing evaluation of peer practices, including performance-conditioned equity.

•Lack of risk mitigators (e.g., clawback policies, stock ownership guidelines, holding period requirements)		•Maintained our peer group-leading executive stock ownership and holding requirements that require executives to hold 20% of post-tax shares from all equity awards, except for new-hire awards. Assuming neutral share price performance, non-CEO NEOs would be required to hold shares valued at over seven times their annualized base salary on average over ten years to build a meaningful ownership stake. The next highest requirement for a non-CEO NEO within our peer group is five times their base salary over a five-year period.

•Reduce stock-based compensation expense		•In fiscal year 2027, we changed the compensation mix for our employee population to include a greater proportion of cash, and a lower proportion of equity, compared to prior years.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


36	Executive Compensation

Components of Compensation

Our executive compensation programs are heavily tied to performance-based pay. Excluding pay for our CEO, which is nominal, over 95% of our NEOs’ target total pay is linked to performance as illustrated in the chart below:

Average NEO Pay Mix

$\"03_TEAM_Charts_pie_components.jpg\"$

For fiscal year 2026, the primary elements of our NEOs’ compensation were:


Element	Description and Primary Purpose
Base Salary	Attracts and retains talented executives that can drive superior performance, recognizes individual roles and responsibilities, and provides a stable income.
Annual Incentive Compensation	Rewards the achievement of critical operational goals, which we believe are essential for us to excel in the markets in which we compete, allow us to scale effectively and lead to sustained value for our stockholders over the long term.
Long-Term Incentive Compensation	Supports our long-term orientation and ownership culture while creating alignment with our stockholders, and supports retention of key talent.

Base Salary

Our base salary program strives for simplicity, embraces transparency and consistency, and delivers competitive compensation to each of our NEOs to reflect their respective positions, duties, and responsibilities.

The CLDC reviews the base salaries of our executive officers annually and may adjust them to reflect market conditions or other factors. The base salaries listed below, other than for our CEO, were established in reference to our peer group with input from the CEO and were reviewed and approved by the CLDC.

We strive for simplicity and equity within our compensation programs, and we strongly encourage our executives to embrace a long-term performance mentality. As a result, we’ve standardized base salaries across our top executive officers and have shifted focus from short-term fixed compensation to long-term variable pay. Because of our focus on internal equity, our executive officers receive base salary amounts within a narrow range. We will continue to review base salaries in the context of our peer group, and when appropriate, we may adjust the base salary for all applicable executive officers in order to maintain internal equity.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	37

The below table reflects the annualized base salary of each NEO as of June 30, 2025 and 2026.


Executive Officer	Fiscal Year 2025 Base Salary	Fiscal Year 2026 Base Salary
Michael Cannon-Brookes(1)	$48,258		$50,786
Anu Bharadwaj(2)(3)	$625,000		$650,000
Joseph Binz(2)(3)	$575,000		$600,000
Rajeev Rajan(2)(3)	$575,000		$600,000
Brian Duffy (2)	$575,000		$600,000
James Chuong	N/A	$600,000

(1)Mr. Cannon-Brookes is paid in Australian dollars, which have been converted into US dollars using a monthly average exchange rate for fiscal year 2026 of USD $1.00 to AUD $1.47 and for fiscal year 2025 of USD $1.00 to AUD $1.55. Effective July 1, 2019, Mr. Cannon-Brookes base salary was reduced to AUD $74,653 (or USD $50,786 for fiscal year 2026 and USD $48,258 for fiscal year 2025).

(2)For fiscal year 2026, the base salaries for our continuing non-CEO NEOs were increased by $25,000, based on a consideration of several factors, including history of pay changes, competitive market positioning and alignment with our pay philosophy, and internal equity positioning.

(3)The fiscal year 2026 base salary for each of Mr. Binz, Mr. Rajan, and Ms. Bharadwaj is reflected as of the date of termination of their employment.

Annual Cash Incentive Compensation

Approach to Annual Cash Incentives

Our annual cash incentive program reinforces our pay-for-performance orientation by focusing our NEOs’ attention on performance of our key business priorities and embraces a simple, clear, and transparent decision-making process.

Our annual cash incentive program is 100% formulaic and measures performance on Cloud and Marketplace Cloud revenue. For purposes of our annual cash incentive program, Cloud and Marketplace Cloud revenue is equal to Cloud revenue as reported in the audited financial statements, plus fees received for sales of third-party cloud apps in the Atlassian Marketplace, which is a component of other revenue as reported in the audited financial statements. Cloud revenue, including the related revenue from sales of third-party cloud apps in the Atlassian Marketplace, remains a critical strategic priority for us to support our customers and seamlessly connect them to a diverse set of products that will enhance their workflow capabilities. We believe that success on Cloud revenue is crucial to Atlassian’s ability to scale and continue leading in our industry.

Mr. Cannon-Brookes does not participate in the annual cash incentive program due to his sizable equity stake in Atlassian, which aligns his personal financial interests with company performance.

Each NEO (excluding Mr. Cannon-Brookes) is eligible to receive an annual cash incentive award based on a specified target annual cash incentive award amount, expressed as a percentage of the NEO’s base salary. The potential payout will range from 0% up to 200% of an individual NEO’s target opportunity based on performance against predetermined financial goals. In fiscal year 2026, our NEOs’ annual cash incentive program was targeted at 75% of their annual base salaries, an increase from the 60% target in fiscal year 2025, which is intended to align them to market targets.

The mechanics of the annual cash incentive program are as follows:

Eligible

Earnings(1)

Annual Cash

Incentive

Target %

(75%)

Company

Multiplier % (2)

(0% - 200%)

Annual Cash

Incentive

Payout

(1)Eligible earnings reflect salary earned during fiscal year 2026

(2)Fiscal year 2026 company performance translated into cash incentive payouts equal to 100% of each executive’s targeted amount based on a payout curve wherein 98% through 102% Cloud and Marketplace Cloud revenue attainment results in a 100% payout


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


38	Executive Compensation

Annual Cash Incentive Payments for Fiscal Year 2026 Performance

The annual cash incentive payout structure is aligned with our top company priority of driving Cloud revenue growth. The CLDC references our internal plan when setting targets for the annual Cloud and Marketplace Cloud revenue metric. The target is intended to be challenging but achievable, while threshold performance is intended to be reasonably achievable, and the maximum represents a stretch goal. The CLDC reviews the appropriateness of threshold, target, and maximum goals annually, with a focus on attempting to ensure that our performance goals will result in stockholder value creation in the long term. The fiscal year 2026 Cloud and Marketplace Cloud revenue threshold, target, and maximum goals (as well as actual fiscal year 2026 achievement) are shown below ($ in millions):


Element	Threshold	Target	Maximum	Actual
Cloud and Marketplace Cloud Revenue(1)	$3,762		$4,533		$5,303		$4,533
Payout	0		100	%	200	%	100	%
Year-over-year Cloud Revenue Growth	6	%	28	%	50	%	28	%

(1)Cloud and Marketplace Cloud revenue is equal to Cloud revenue as reported in the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, plus fees received for sales of third-party cloud apps in the Atlassian Marketplace.

During fiscal year 2026, we achieved Cloud and Marketplace Cloud revenue of $4,533 million, which corresponds to 100% of the fiscal year 2026 target and a 100% payout as shown below.


Executive Officer	Fiscal Year 2026 Target(1)(2)	Fiscal Year 2026 Cash Incentive Payment
Anu Bharadwaj(3)	$—		$—
Joseph Binz(4)	$446,880		$446,880
Rajeev Rajan(3)	$—		$—
Brian Duffy	$446,880		$446,880
James Chuong(5)	$115,630		$115,630

(1)These amounts reflect the target dollar amount for fiscal year 2026 based on each NEO’s eligible earnings.

(2)Mr. Cannon-Brookes does not participate in the annual cash incentive program due to his sizable equity stake in Atlassian.

(3)Ms. Bhardwaj and Mr. Rajan were not employed by Atlassian on June 30, 2026, and therefore were not eligible to receive a payment under our cash incentive program for fiscal year 2026.

(4)Mr. Binz served as a special advisor to Atlassian from March 30, 2026 through June 30, 2026 and remained eligible for salary and bonus during this time.

(5)Mr. Chuong received a payment under our cash incentive program for fiscal year 2026 based on his eligible earnings from March 30, 2026 through June 30, 2026.

Long-Term Equity Incentive Compensation

Approach to Long-Term Equity Incentive Compensation

We view long-term equity incentive compensation as a critical component of our balanced total compensation programs. Our equity compensation program design is competitive, simple, and fosters an ownership mentality and a pay-for-performance orientation.

Mr. Cannon-Brookes did not participate in our long-term equity incentive compensation program in fiscal year 2026 due to his sizable equity stake in Atlassian, which the CLDC has determined sufficiently aligns his personal financial interests with company performance at this time.

The CLDC believes that RSUs serve as an effective retention tool for our high-performing executive officers and focus executive officers on completing long-term objectives, which the CLDC believes will support increased stockholder value creation over time. Our RSUs vest quarterly over a four-year period, subject to continued service. Additionally, executive officers are subject to a 20% post-tax holding period pursuant to our stock ownership requirements. The CLDC believes that this approach, together with our executive stock ownership and holding requirements, supports a long-term ownership mentality and aligns NEO and stockholder interests.

To determine the size of the annual equity awards for our NEOs, the CLDC reviewed data provided by Semler Brossy, our consultant at the time, which estimated the range of competitive grant values among our peer companies. In determining final award values, the CLDC reviewed market reference, then considered each executive’s performance and impact, the scope of the executive’s role, and unvested equity and described below.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	39

Performance Management Process and Connection to Fiscal Year 2026 Long-Term Equity Incentive Awards

Each September, after individual award targets are established based on competitive data, we use our performance management assessment framework and the resulting individual performance assessments from the prior fiscal year to further inform annual equity award values. The fiscal year 2026 awards granted in September 2025 were informed by fiscal year 2025 performance outcomes.

Our performance management assessment framework assesses each individual against performance and development objectives. All performance assessments and resulting long-term incentive outcomes are reviewed by the CLDC in consultation with the CEO.

Our approach is performance-based, but not formulaic. While RSUs are not subject to formulaic performance-vesting conditions, the CLDC uses individual performance assessments to inform annual equity award values. This approach allows the CLDC to differentiate award values based on individual performance while considering each executive’s responsibilities, impact, unvested equity, and our long-term objectives.

Annual Equity Awards for Prior Fiscal Year Performance

In September 2025, we granted the following annual equity awards (with four-year ratable quarterly vesting) to our NEOs:


Named Executive Officer	Target Value of Fiscal Year 2026 Awards	Number of RSUs Granted (Actual)(1)
Anu Bharadwaj	$12,100,000		70,820
Joseph Binz	$10,500,000		61,456
Rajeev Rajan	$15,000,000		87,794
Brian Duffy(2)	$10,000,000		58,529
James Chuong(3)	N/A	N/A

(1)The number of RSUs granted is equal to the target dollar value of the award for each NEO divided by the average closing price of Atlassian stock during the month of August 2025, which was $170.86, rounded up to the nearest whole share. The target values of awards do not match exactly the grant date fair values presented in the Fiscal Year 2026 Summary Compensation Table, which were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) and takes into account the price of Atlassian’s Class A Common Stock on the September 20, 2025 grant date.

(2)In addition to the disclosed award, Mr. Duffy received a one-time RSU retention award, as described in the “One-Time Retention Award for Mr. Duffy” section below.

(3)Mr. Chuong did not receive an annual equity award as he joined the Company after the September 2025 annual equity award cycle. He received a standalone equity award in connection with his appointment as Chief Financial Officer in March of 2026, as described under “Compensation Action for Mr. Chuong” below.

The CLDC believes that both acknowledging individual performance and ensuring long-term incentive awards constitute a significant portion of compensation are vital actions to encouraging appropriate behaviors and intended outcomes while reinforcing our pay-for-performance philosophy.

Compensation Action for Mr. Duffy

In addition to Mr. Duffy’s annual equity award, which continues to be determined under the Company’s regular executive compensation process, in April 2026, the CLDC approved a one-time retention equity award with an initial target value of $9 million for Mr. Duffy. The target value of Mr. Duffy’s award does not match the grant date fair value presented in the Fiscal Year 2026 Summary Compensation Table, which was calculated in accordance with ASC Topic 718 and took into account the price of Atlassian’s Class A Common Stock on the April 23, 2026 grant date. The CLDC determined that Mr. Duffy’s continued leadership was important during a critical two-year period of execution against our enterprise-adoption strategy and related go-to-market priorities. In approving the award, the CLDC considered Mr. Duffy’s role in advancing those priorities, the importance of maintaining executive leadership continuity in light of the timing of recent transitions and departures among other NEOs, the potential disruption of a transition, the difficulty of replacing his Atlassian-specific experience, his unvested equity position, and competitive market data.

The award vests over two years, aligning its retention value with this defined execution period. The CLDC considered the award’s size, vesting terms, expected equity expense, and dilution in the context of our overall compensation program and shareholder interests.

The CLDC views this award as an exceptional, Atlassian-specific retention action, not a change to our regular executive compensation program. The CLDC expects to consider any future one-time retention awards only in extraordinary circumstances, after evaluating the specific business need, the executive’s existing unvested equity, the relationship of the proposed award to our regular compensation program, and shareholder interests.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


40	Executive Compensation

Compensation Action for Mr. Chuong

In March 2026, upon the appointment of Mr. Chuong as Chief Financial Officer, the CLDC approved a new-hire equity award with an initial target value of $22 million as part of his overall compensation package. The number of RSUs granted to Mr. Chuong was determined by dividing the target dollar value of the award by the average closing price of Atlassian stock during the month of March 2026, rounded up to the nearest whole share. The target value of Mr. Chuong’s award does not match the grant date fair value presented in the Fiscal Year 2026 Summary Compensation Table, which was calculated in accordance with ASC Topic 718 and took into account the price of Atlassian’s Class A Common Stock on the April 2, 2026 grant date. The grant vests over four years with the first vesting date occurring in May 2026 and then quarterly thereafter on the dates of Atlassian’s standard vesting.

The award was designed to align Mr. Chuong’s interests with those of our stockholders, promote long-term value creation, and recognize the skills and past experience he brings to Atlassian. The CLDC, its consultants, and Atlassian’s compensation team conducted a thorough analysis to ensure that the equity award was competitive against our peer companies and aligned with our compensation philosophy. When calibrating the magnitude of the award, the CLDC considered several factors including the competitive target equity grant value for chief financial officers in our peer group and the value of unvested compensation forfeited in connection with his departure from his prior employer.

Atlassian’s offer arrangement with Mr. Chuong also provided for a sign-on cash bonus with a total target value of $2 million, payable in four equal quarterly installments, with the first installment payable upon his start date of March 30, 2026, and the remaining installments payable quarterly thereafter, subject to Mr. Chuong’s continued employment with Atlassian through each applicable payment date.

Compensation Philosophy

Executive Compensation Philosophy & Principles

Our executive compensation philosophy is based on the understanding that for us to be successful, we must attract, motivate, reward, and retain high-caliber talent. We also recognize the need to create a strong pay-for-performance connection through our compensation programs and establish a long-term ownership mentality. As such, our programs are focused on providing our executives the opportunity to earn competitive pay levels, with the ability to exceed these levels with strong company and individual performance. Further, we deliver the vast majority of each non-CEO executive’s compensation in the form of equity, which features a multi-year vesting period, and we prioritize ensuring our executives have a meaningful equity stake in Atlassian to further align their long-term wealth creation with that of our stockholders. Our philosophy adheres to the following guiding principles:

1.We aim to foster long-term thinking and an ownership culture. We have instilled a focus beyond annual results in favor of sustained, long-term performance, with an emphasis on equity ownership. For our NEOs, excluding our CEO, over 90% of pay is tied to long-term incentive awards which create immediate alignment with our stockholders. We adopted a rigorous stock ownership policy to foster an ownership mentality, go-forward business strategy accountability, and long-term thinking.

2.We strive for simplicity. Our compensation programs are deliberately designed to provide a clear and transparent connection among individual performance, long-term ownership, and executive compensation, while avoiding unnecessary complexity that could undermine the competitiveness or efficacy of our programs. Our approach combines four-year RSU awards, with award values informed by individual performance and impact, and executive stock ownership and holding requirements that reinforce long-term alignment with stockholders. We believe this structure supports a long-term ownership mentality while allowing the CLDC to differentiate compensation outcomes based on individual performance and responsibilities. The CLDC periodically evaluates peer practices and compensation design developments, including performance-conditioned equity, to determine whether potential changes would be consistent with our compensation philosophy and principles and complementary to our existing ownership guidelines and holding requirements. This approach allows us to remain agile as our business and talent strategy evolve while preserving the clarity and long-term focus of our current program.

3.We aim to deliver competitive target compensation levels. We annually assess our peer group and pay levels to ensure that our executives have target pay opportunities that are commensurate with their role expectations, reflect their individual experiences and skill sets, and their pay is positioned competitively against appropriate market references to attract and retain talent in a highly competitive market. Actual outcomes for our executives may be higher or lower and are influenced by overall company and individual performance.

4.We reinforce a pay-for-performance orientation. We have a robust performance management process centered on development and growth priorities which support us in directly tying our executive pay to performance in three explicit ways: (1) company-specific financial performance metrics through the annual incentive program, (2) overall team performance via the granting of RSU awards that connect the value of compensation to Atlassian’s stock price, and (3) individual performance which will impact how annual long-term incentive compensation decisions are calibrated.

5.We embrace transparency and consistency. We find value in a transparent, and largely formulaic, decision-making process that we believe enhances executive engagement and trust in how outcomes are determined.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	41

Competitive Market Context Impacting Our Talent and Pay Philosophy

We are guided by our mission of unleashing the potential of every team. We view a talented executive team at the center of enabling the long-term success of Atlassian’s mission. Our current executive compensation programs and philosophy are designed to attract, motivate, and retain top executive talent within a highly competitive technology labor market. Our products serve teams of all shapes and sizes in every industry. Our competitors range from large technology vendors to new and emerging businesses in each of the markets we serve, including AI-native companies and emerging startups that leverage generative AI and large language models:

•Software Teams. Our competitors include large technology vendors and smaller companies that offer project management, collaboration and developer tools, as well as AI-native development platforms.

•Service Teams. Our competitors range from cloud vendors targeting enterprise service management teams to legacy vendors that offer service desk solutions.

•Business Teams. Our competitors range from large technology vendors that offer a suite of products, to smaller companies offering point solutions for team collaboration, and general-purpose AI assistants and agents that may perform functions overlapping with our offerings.

As a result, our compensation programs are designed to reflect the realities of operating in competitive technology markets that are as varied as our product market landscapes and ensure that we are able to attract and retain critical talent to support our continued growth and success across all aspects of our business.

Specifically, we note the following points of context that impact our pay philosophy and objectives:

•High Growth. From fiscal year 2023 to fiscal year 2026, our revenue grew at a compound annual growth rate of approximately 23%, while our total headcount increased by approximately 24% over the same period, commensurate with our market opportunities. We design our programs to motivate both individual and company performance and reward executive talent who deliver our key company strategic priorities.

•Geographical Impact. Atlassian has adopted an approach to distributed work that we call Team Anywhere. The vast majority of our employees can work from home, the office, or a combination of the two within our operating footprint. We believe this approach allows for a variety of benefits, including greater flexibility for our employees and broadening our talent pool beyond the urban hubs in which we have physical office locations. In addition, we have significant operations, including our U.S. headquarters, in the San Francisco Bay Area, where competition for top talent is particularly intense. We also have a large employee population in Australia, as well as Seattle, and New York which are additional technology hubs and battlegrounds for experienced talent in the United States.

•Specific Senior Executive Skill Sets. As we continue to grow, sources of potential talent have continued to evolve to include larger companies as well as other innovative companies with a high growth orientation. We seek to recruit and retain executives with specific skills and experiences from other highly innovative and dynamic operating models. We find that these skill sets are in high demand and have required us to be more flexible and competitive with our compensation packages.

Authority Over Executive Compensation

The CLDC, in consultation with its independent compensation consultant, conducts an executive compensation market assessment each year that relies on publicly available data for a group of peer companies and available third-party compensation surveys. This process ensures that our Board and the CLDC have current information when calibrating compensation levels for our executive officers.

Role of the Board of Directors and CLDC

The CLDC oversees our executive compensation programs, including executive salaries, payouts under our annual incentive plan, the size and structure of equity awards, and any executive perquisites. The CLDC receives assistance from two sources: (1) an independent compensation consulting firm and (2) our internal executive compensation staff, led by our Chief People and AI Enablement Officer. All decisions regarding named executive officer compensation are made solely by the CLDC.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


42	Executive Compensation

Role of Compensation Consultant

The CLDC has the authority to retain independent advisors to assist it in carrying out its responsibilities. Through March 31, 2026, the CLDC engaged Semler Brossy as its independent compensation consultant. Effective April 1, 2026, the CLDC engaged Compensia as its independent compensation consultant.

During fiscal year 2026, Semler Brossy and, following its engagement, Compensia, provided advice regarding the amount and forms of executive compensation; our compensation practices relative to those of other companies, including our peer group; governance and policy practices; and other executive and director compensation matters. Each consultant reported directly to the CLDC and its Chair and served at the discretion of the CLDC. Each consultant could meet with management to gather information regarding proposals that management may make to the Board or the CLDC.

Neither Semler Brossy nor Compensia provides services to Atlassian other than executive and director compensation consulting. The CLDC assessed the independence of Semler Brossy and Compensia, taking into account, among other things, the factors set forth in Rule 10C-1 under the Exchange Act and the Nasdaq listing standards, and concluded that no conflict of interest existed with respect to either consultant’s work for the CLDC.

Role of Management

In setting compensation for fiscal year 2026, our CEO and Chief People and AI Enablement Officer worked closely with the Board in managing our executive compensation programs and attended CLDC meetings to discuss these topics. Our CEO made recommendations to the CLDC regarding compensation for our executive officers (other than himself) because of his daily involvement with our executive team. No executive officer participated directly in the final deliberations or determinations regarding their own compensation package.

Use of Comparative Market Data

For fiscal year 2026, the CLDC assessed the competitiveness of each element of each executive officer’s total target direct compensation against our executive pay peer group. The CLDC does not use a single method or measure in developing its recommendations, nor does it establish one specific target for the compensation opportunities of our executive officers.

The CLDC reviews the peer group compensation levels and practices, as provided by our compensation consultant, for our executives, including our NEOs, and uses this information as a reference point when deciding on compensation levels, the mix of base salary, target short-term and long-term incentives, and other executive pay practices. The CLDC uses the 25th, 50th, 65th and 75th percentiles of market as reference points and the selection of a specific market reference point may vary for each pay element. Market data is only one factor considered in the compensation-setting process, and an individual NEO’s total compensation (or an element of compensation) in any given year may be set above or below market reference points, depending on holistic consideration of relevant factors as outlined above.

The CLDC reviewed and compared our executive compensation to that of executives in similar positions in our peer group. In assessing the peer group, the CLDC first looked at industry and growth and scale fits:

•Industry. Companies with similar business models and a preference for innovative, collaboration-oriented environments, enterprise software solutions, cloud and software-as-a-service leaders, and broader product suites.

•Growth and Scale. Companies with high revenue and free cash flow growth rates, which were within a similar revenue scale to where Atlassian is today and where we expect to grow.

We further narrowed down the list of potential companies by examining the following factors:

•Sources of talent in the market (companies where we source and potentially lose executive talent).

•Companies with strong historical and projected top-line revenue growth and revenue to valuation multiples which reflect industry leaders and companies with similar talent priorities and business dynamics.

•Companies with a significant presence in the San Francisco Bay Area, high research and development spend as a percentage of revenue, and that are highly influential in the talent market.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	43

After considering the above factors, the CLDC approved the following peer group for fiscal year 2026 compensation decisions:

Fiscal Year 2026 Compensation Peer Companies

Autodesk, Inc.

Datadog, Inc.

Okta, Inc.

ServiceNow, Inc.

Tradedesk, Inc

Workday, Inc.

Hubspot, Inc

DocuSign, Inc.

Palo Alto Networks, Inc.

Shopify Inc.

Twilio Inc.

Zoom Video Communications, Inc.

CrowdStrike Holdings, Inc.

Intuit, Inc.

Salesforce, Inc.

Snowflake, Inc.

Veeva Systems Inc.

Zscaler, Inc

Companies included in the fiscal year 2026 peer group satisfied at least four of the following seven criteria:

1.Trailing 12-month revenue between approximately one-third and four times Atlassian’s trailing 12-month revenue.

2.Estimated three-year forward revenue growth exceeding 10%.

3.A market-capitalization-to-revenue ratio exceeding 8.0x.

4.Satisfaction of the “Rule of 40,” defined as free cash flow margin plus trailing 12-month revenue growth exceeding 40%.

5.Recent competition with Atlassian for executive talent.

6.A strong record of innovation.

7.A meaningful business and strategic alignment with Atlassian.

For the fiscal year 2026 peer group, HubSpot, Inc., The Trade Desk, Inc., and Zscaler, Inc. were added as they satisfied our established quantitative and qualitative screening criteria. Block, Inc. was removed because it no longer met financial criteria, and Splunk Inc. was removed due to its acquisition by Cisco Systems, Inc.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


44	Executive Compensation

Perquisites, Benefits, and Other Compensation and Governance Policies

Compensation and Governance Practices and Policies

The CLDC believes that its executive compensation and benefits philosophy and objectives have resulted in programs that align our executives’ interests with our stockholders’ interests.

$\"02$

What We Do

$\"02$

What We Don’t Do

$\"02$ Limit CEO pay given size of existing equity stake

$\"02$ Prioritize equity-based compensation and ownership through the use of RSUs

$\"02$ Link pay to strategic priorities (e.g., cloud revenue) that align with stockholder interests

$\"02$ Set a cap on incentive payouts

$\"02$ Utilize a four-year vesting period to support our long-term orientation

$\"02$ Use of an independent compensation consultant to advise the CLDC

$\"02$ Conduct continuous succession planning

$\"02$ Have an independent compensation committee

$\"02$ Perform annual risk assessment reviewed by independent compensation consultants

$\"02$ Maintain post-vesting stock ownership requirements for all senior leaders to create long-term ownership

$\"02$ Maintain a clawback policy that permits the Board to recover incentive compensation, including annual bonus payments, in compliance with applicable law

$\"02$ No “single trigger” equity acceleration upon a change in control when equity awards are assumed

$\"02$ No excessive perquisites or personal benefits for executives

$\"02$ No tax gross-ups to our executives

$\"02$ No hedging or pledging of Atlassian stock by executives, without prior approval by the Audit Committee

$\"02$ No special benefit or retirement plans that are exclusive to executive officers

$\"02$ No guaranteed annual bonus payouts

Stock Ownership Requirements

Atlassian adopted an equity ownership requirements policy, effective July 1, 2023, that is applicable to all senior executives including our NEOs (the “Stock Ownership Policy”). The Stock Ownership Policy was designed to closely align the interests of our executives with those of our stockholders over the long term. Executives must retain 20% of shares remaining at the time of the vesting of RSUs, after payment of any applicable tax withholding, for a period of seven years from each vesting event. The Stock Ownership Policy does not enforce a lot-by-lot requirement on shares vested, so executives can satisfy the requirements by holding the equivalent number of shares from unrelated vesting events. All equity awards are included under the scope of this policy, except for new-hire awards. All NEOs subject to the policy met the stock ownership guidelines and holding requirements as of June 30, 2026.

The Stock Ownership Policy also includes a post-termination ownership requirement. In the event of employment termination, 50% of the shares subject to the holding requirements will be released after one year, and the remaining 50% of the shares subject to the holding requirements will be released on the second anniversary of termination.

Health/Welfare Plans

Our executive officers are eligible to participate in all of our employee benefit plans, including our medical, dental, life, and disability insurance plans, to the same extent as other employees generally in the jurisdiction in which each executive officer resides. For Mr. Cannon-Brookes, as required by Australian law, we pay statutorily required amounts into an Australian “superannuation” retirement fund on their behalf.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	45

401(k) Plan

We maintain a 401(k) Plan that provides all regular U.S. employees, including U.S. executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) Plan, participants may elect to defer a portion of their eligible compensation on a pre-tax, Roth after-tax, and voluntary after-tax basis and have it contributed to the 401(k) Plan subject to applicable annual limits set forth in the Internal Revenue Code of 1986, as amended (the “Code”). The 401(k) Plan allows for matching contributions to be made by us. Currently, we make a safe harbor match based on the participant's pre-tax and Roth after-tax contributions up to a maximum of four percent of the participant's base salary, bonus, and commissions paid during the applicable contribution period, subject to statutory limits. Employee elective deferrals and safe harbor matching contributions are 100% vested at all times.

Perquisites and Other Personal Benefits

We do not view perquisites or other personal benefits as a significant component of our executive compensation program and generally seek to limit their usage. Accordingly, we will only provide perquisites or other personal benefits to our NEOs in limited circumstances, such as where we believe it is appropriate to assist an individual in the performance of their duties or to make them more efficient and effective.

In fiscal year 2025, we entered into a charter agreement with an independent operator (the “Charter Agreement”) to facilitate business travel by Mr. Cannon-Brookes, primarily on a private aircraft he indirectly and wholly owns. Under the Charter Agreement, we pay a pre-determined rate per flight hour which, following a review of market data, we determined is below the market rate for a similar aircraft. If family members or private guests of Mr. Cannon-Brookes travel on the private aircraft, Mr. Cannon-Brookes is required to notify the appropriate departments at our company so that he can reimburse us for any incremental costs. Any income tax or other tax liability owed by Mr. Cannon-Brookes arising from this arrangement will not be reimbursed or “grossed up” by us. Additionally, because the intention of the Charter Agreement is to facilitate business travel and to serve an important security purpose, and not personal use, Mr. Cannon-Brookes may from time to time reimburse Atlassian for amounts we pay under the Charter Agreement when those amounts may be deemed a perquisite to him. During fiscal year 2026, no such reimbursements were made because no incremental costs were incurred for family members or personal guests.

Our CLDC has approved a CEO Travel Policy, which outlines the parameters under which we pay for our CEO’s private aircraft business travel. Our CLDC believes this policy allows for significant benefits in terms of safety, security, efficiency, privacy, confidentiality, flexibility, and productivity for Mr. Cannon-Brookes’ role as CEO, particularly since the use of a private aircraft facilitates non-stop long-haul flights between Australia and the United States. We believe the amounts we pay pursuant to this arrangement are reasonable, necessary, appropriate, for the benefit of us and our stockholders, and does not include any compensatory element that is not fully reimbursed by Mr. Cannon-Brookes.

Severance Benefits

Our NEOs, excluding Mr. Cannon-Brookes, participate in the Atlassian Corporation Amended and Restated Executive Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan provides for our NEOs to receive a severance payment equal to nine months of base salary upon a termination of their employment by us without \"cause\" (as defined in the Executive Severance Plan) or a resignation by the executive officer for \"good reason\" (as defined in the Executive Severance Plan) or, if the termination or resignation occurs within three months prior to or 12 months following a \"change in control\" (as defined in the Executive Severance Plan), a severance payment equal to 12 months of base salary, plus 100% of the covered executive’s annual target bonus in effect immediately prior to the “date of termination” (as defined in the Executive Severance Plan). In addition, upon such a qualifying termination of employment within three months prior to or 12 months following a \"change in control\" in which outstanding equity awards of Atlassian will be assumed, continued, or substituted by the successor entity, an executive officer will generally receive 100% (or such lower percentage as may be determined by our Board or the CLDC) accelerated vesting of all unvested and outstanding equity awards held by such executive officer at such time; provided, that any equity awards subject to performance conditions will be deemed satisfied at the target levels specified in the applicable award agreements. Notwithstanding the foregoing, if the outstanding equity awards of Atlassian will not be assumed, continued or substituted by the successor entity in connection with the change in control, then each executive officer will receive accelerated vesting of all unvested and outstanding equity awards held by such executive officer at such time; provided, that any equity awards subject to performance conditions will be deemed satisfied at the target levels specified in the applicable award agreements.

Information on the estimated payments and benefits that our NEOs would have been eligible to receive as of June 30, 2026, is set forth in the subsection titled “Potential Payments Upon Termination or Change in Control” below.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


46	Executive Compensation

Company Policies Regarding Hedging and Pledging

No executive officers, members of the Board, employees, consultants or independent contractors may directly or indirectly engage in transactions intended to hedge or offset any change in value of Atlassian stock owned by them, including pledging of Atlassian stock as collateral for a loan, unless approved by the Audit Committee of our Board. If a transaction is permitted, the executive officer remains subject to all other restrictions related to Atlassian’s Insider Trading and Disclosure Policy and Stock Ownership Policy (each as defined below).

Insider Trading and Disclosure Policy

Atlassian adopted an insider trading and disclosure policy, effective December 10, 2015 (the “Insider Trading and Disclosure Policy”), that governs the purchase, sale, and other disposition of our securities by our employees, directors, officers, consultants, and contractors (“Covered Persons”). We believe our Insider Trading and Disclosure Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations as well as the exchange listing standards applicable to us. Our Insider Trading and Disclosure Policy prohibits our employees, directors, officers, consultants, and contractors from trading in our securities while in possession of material non-public information, among other things.

Under the terms of our Insider Trading and Disclosure Policy, Covered Persons are permitted to adopt written stock plans (“Rule 10b5-1 Plans”), under which they contract with a broker to execute trades of common shares pursuant to parameters established when the plan was entered into, provided that any such plan be in accordance with guidelines of Rule 10b5-1 under the Exchange Act. Several of our directors and senior executives have established Rule 10b5-1 Plans, and additional directors and senior executives may choose to do so in the future.

The foregoing summary of our Insider Trading and Disclosure Policy does not purport to be complete and is qualified by reference to our Insider Trading and Disclosure Policy, which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

Equity Grant Policy

We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the CLDC before granting an equity award, the CLDC will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety.

Although we do not have a formal policy with respect to the timing of our equity award grants, the CLDC has historically granted such awards on a pre-determined annual schedule. In fiscal year 2026, we did not grant any stock options, stock appreciation rights or similar option-like instruments to our named executive officers.

Clawback Policy

Atlassian adopted a Compensation Recovery Policy (the “Clawback Policy”) that meets the requirements of SEC and Nasdaq rules. The Clawback Policy applies to our Section 16 officers and requires the return of any erroneously awarded “Incentive Compensation” (as defined in the Clawback Policy) that was received during the three completed fiscal years preceding the date that the Board or a committee of the Board concludes, or reasonably should have concluded, that Atlassian is required to restate its financial statements, or if earlier, the date on which a court, regulator or other legally authorized body directs Atlassian to make such a restatement. Atlassian will seek to recover any additional amount of compensation actually paid over the amount that would have been paid following recalculation based on the restated financial statements.

The foregoing summary of our Clawback Policy does not purport to be complete and is qualified by reference to our Clawback Policy, which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

Tax and Accounting Considerations

As a general matter, the CLDC reviews and considers the various tax and accounting implications of the compensation programs we utilize.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	47

Section 409A of the Code

Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. Although we do not maintain a traditional non-qualified deferred compensation plan for our executive officers, Section 409A of the Code does apply to certain severance arrangements, bonus arrangements and equity awards, and we have structured all such arrangements and awards in a manner to either be exempt from or comply with the applicable requirements of Section 409A of the Code.

Accounting for Stock-Based Compensation

We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all stock-based awards made to employees and directors, including stock options and RSUs, based on the grant-date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize the value reported from their awards.

Compensation Risk Assessment

We conduct an annual review of our compensation programs to assess whether our policies, program designs, or practices create risks that are reasonably likely to have a material adverse effect on Atlassian. Based on the results of this analysis, we concluded that our compensation practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on Atlassian. The assessment and our findings were reviewed by Compensia, the independent consultant of the CLDC, and discussed with the CLDC.

Report of the Compensation and Leadership Development Committee

The CLDC has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the CLDC recommended to our Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended on June 30, 2026.

THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE

Scott Belsky (Chair)
Shona L. Brown

Jason Warner

The material in this report is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall the material in this section be deemed to be “soliciting material” or incorporated by reference in any registration statement or other document filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


48	Executive Compensation

Executive Compensation Tables

Fiscal Year 2026 Summary Compensation Table

The following table sets forth information regarding the compensation paid to, or earned by, our NEOs for the fiscal years ended June 30, 2024, June 30, 2025 and June 30, 2026. Positions listed below are those held by the named executive officers as of June 30, 2026.


Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(2)	Total ($)
Michael Cannon-Brookes(3) CEO and Co-Founder	2026	50,786	0	0	6,551	57,337
2025	48,258	0	0	5,982	54,240
2024	49,052	0	0	5,833	54,885
Anu Bharadwaj(4) Former President	2026	445,417	12,084,017	0	6,348	12,535,782
2025	478,835	13,831,064	277,540	13,846	14,601,285
2024	600,000	0	344,200	14,843	959,043
Joseph Binz (5) Former Chief Financial Officer	2026	595,833	10,486,237	446,880	15,263	11,544,214
2025	568,750	13,197,630	329,650	17,563	14,113,593
2024	550,000	7,358,269	315,520	16,463	8,240,253
Rajeev Rajan (6) Former Chief Technology Officer	2026	445,833	14,980,290	0	10,958	15,437,081
2025	568,750	13,514,428	329,650	17,306	14,430,134
2024	550,000	10,585,525	315,520	15,342	11,466,387
Brian Duffy Chief Revenue Officer	2026	595,833	18,203,445	446,880	17,245	19,263,403
2025	287,500	23,154,168	166,640	19,161	23,627,469
James Chuong (7) Chief Financial Officer	2026	154,167	20,284,179	115,630	503,461	21,057,437

(1)The amounts reported in this column represent the aggregate grant date fair value of RSUs calculated in accordance with ASC 718. The grant date fair value of RSUs was calculated by multiplying the closing trading price of our Class A Common Stock on the date of grant times the number of RSUs. This amount does not reflect the actual economic value realized by the named executive officer. For more information regarding the accounting for and assumptions we used to calculate the grant date fair values for RSUs, see the headings “Stock-based compensation” in Notes 2 and 16, to our financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, which was filed with the SEC on August 14, 2026.

(2)Generally consists of company-wide programs including 401(k) match in the amount of $4,983 for Ms. Bharadwaj, $12,000 for Mr. Binz, $6,000 for Mr. Rajan, $12,000 for Mr. Duffy, and $3,000 for Mr. Chuong in fiscal year 2026. Mr. Cannon-Brookes does not participate in the Company’s 401(k) plan, as he is based in Australia. Other programs included are superannuation contributions and remote work allowances. Mr. Chuong received $500,000 of sign-on bonus paid in fiscal year 2026.

(3)Mr. Cannon-Brookes is paid in Australian dollars, which have been converted into US dollars using a monthly average exchange rate for fiscal year 2026 of USD $1.00 to AUD $1.47, for fiscal year 2025 of USD $1.00 to AUD $1.55, and for fiscal year 2024 of USD $1.00 to AUD $1.52. Effective July 1, 2019, Mr. Cannon-Brookes opted to reduce his salary to AUD $74,653 (or USD $50,786 for fiscal year 2026, USD $48,258 for fiscal year 2025, and USD $49,442 for fiscal year 2024).

(4)Ms. Bharadwaj stepped down from her role as President, effective December 31, 2025, following which she continued to serve as a special advisor to Atlassian through March 31, 2026.

(5)Mr. Binz stepped down from his role as our Chief Financial Officer, effective March 30, 2026, following which he continued to serve as a special advisor to Atlassian through June 30, 2026.

(6)Mr. Rajan stepped down from his role as our Chief Technology Officer, effective March 31, 2026. Mr. Rajan’s salary in fiscal year 2026 was pro-rated to reflect his partial year of service as an executive officer.

(7)Mr. Chuong was hired as our Chief Financial Officer, effective March 30, 2026.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	49

Fiscal Year 2026 Grants of Plan-Based Awards Table

The following table provides information on the equity grants awarded to our NEOs in fiscal year 2026 and estimated payouts under our non-equity incentive plan.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)	All Other Stock Awards: Number of Shares of Stock or Units (#)(2)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)
Michael Cannon-Brookes
Annual Incentive Program		—		—		—
Anu Bharadwaj
Annual Incentive Program		—		—		—
Annual Award	9/20/2025 (4)				70,820		12,084,017
Joseph Binz
Annual Incentive Program		—		446,880		893,760
Annual Award	9/20/2025 (4)				61,456		10,486,237
Rajeev Rajan
Annual Incentive Program		—		—		—
Annual Award	9/20/2025 (4)				87,794		14,980,290
Brian Duffy
Annual Incentive Program		—		446,880		893,760
Annual Award	9/20/2025 (4)				58,529		9,986,803
Retention Award	4/23/2026 (5)				121,512		8,216,641
James Chuong
Annual Incentive Program		—		115,630		231,260
New-Hire Award	4/02/2026 (6)				297,030		20,284,179

(1)Constitutes threshold, target, and the maximum amount payable under our annual cash incentive bonus program. Mr. Cannon-Brookes was not eligible to participate in our annual cash incentive bonus program for fiscal year 2026.

(2)Constitutes equity awards in the form of RSUs that vest in quarterly installments over four years.

(3)The amounts reported in this column represent the aggregate grant date fair value of RSUs calculated in accordance with ASC 718. The grant date fair value of RSUs was calculated by multiplying the closing trading price of our Class A Common Stock on the date of grant times the number of RSUs. For more information regarding the accounting for and assumptions we used to calculate the grant date fair values for RSUs, see the headings “Stock-based Compensation” in Notes 2 and 16, to our financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, which was filed with the SEC on August 14, 2026.

(4)RSUs vest on the closest quarterly vesting dates after the date of grant according to the following schedule: 6.25% quarterly vesting for 16 quarters, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.

(5)RSUs vest on the closest quarterly vesting dates after the date of grant according to the following schedule: 12.5% quarterly vesting for 8 quarters, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.

(6)RSUs vest on the closest quarterly vesting dates after the date of grant according to the following schedule: 4.17% vesting on the first quarterly vesting date, followed by 6.25% quarterly vesting for 14 quarters, followed by 8.33% vesting the 16th quarterly vesting date, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


50	Executive Compensation

Fiscal Year 2026 Year-End Outstanding Equity Awards Table

The following table provides information on the current holdings of unvested RSUs by our NEOs as of June 30, 2026. Our NEOs do not hold any stock options, so that portion of the table is omitted below.


		Stock Awards
Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Michael Cannon-Brookes	—		—		—
Brian Duffy	2/20/2025 (2)	51,714		4,022,832
Brian Duffy	9/20/2025 (3)	47,555		3,699,303
Brian Duffy	4/23/2026 (4)	106,323		8,270,866
James Chuong	4/2/2026 (5)	278,466		21,661,870

(1)Market value calculated based on a price per share of $77.79, the closing trading price of our Class A Common Stock on June 30, 2026.

(2)RSUs vest on the closest quarterly vesting dates after the date of grant according to the following schedule: 8.33% vesting on the first quarterly vesting date, followed by 6.25% quarterly vesting for the following 14 quarters, followed by 4.17% vesting the 16th quarterly vesting date, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.

(3)RSUs vest on the closest quarterly vesting dates after the date of grant according to the following schedule: 6.25% quarterly vesting for 16 quarters, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.

(4)RSUs vest on the closest quarterly vesting dates after the date of grant according to the following schedule: 12.5% quarterly vesting for 8 quarters, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.

(5)RSUs vest on the closest quarterly vesting dates after the date of grant according to the following schedule: 4.17% vesting on the first quarterly vesting date, followed by 6.25% quarterly vesting for 14 quarters, followed by 8.33% vesting the 16th quarterly vesting date, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.

Fiscal Year 2026 Option Exercises and Stock Vested Table

The following table shows the vesting of RSUs for each of our NEOs during fiscal year 2026, including the value realized on vesting. Our NEOs do not hold any options, so that portion of the table is omitted below.


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Michael Cannon-Brookes	—		—
Anu Bharadwaj	56,592		7,535,840
Joseph Binz	58,425		6,900,558
Rajeev Rajan	59,397		7,768,838
Brian Duffy	45,556		4,764,570
James Chuong	18,564		1,660,179

(1)Amounts reported calculated by multiplying the closing trading price of our Class A Common Stock on the date of vest by the number of RSUs vesting.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	51

Potential Payments Upon Termination or Change in Control

The potential payments under our Executive Severance Plan for the termination of an NEO’s employment by us other than for cause (as defined in the Executive Severance Plan) or a resignation by the NEO for good reason (as defined in the Executive Severance Plan) are shown in the below table and are summarized as follows:

Termination within Three Months Prior to or 12 Months After a Change in Control (a “Change in Control Period”)

•Base Salary. The NEO receives a lump sum cash amount equal to 12 months of the NEO’s then current base salary.

•Annual Bonus. The NEO receives one hundred percent of the NEO’s annual target bonus in effect immediately prior to the date of termination (or the NEO’s target bonus in effect immediately prior to the change in control, if higher).

•Pro-rated Annual Bonus. The NEO receives a prorated portion of the NEO’s annual target bonus in effect immediately prior to the date of termination.

•Benefit Premium Payment. If the NEO was participating in Atlassian’s group health plan immediately prior to the date of termination and elects COBRA health continuation, NEO receives a lump sum cash payment equal to the monthly employer contribution that Atlassian would have made to provide health insurance for (i) 12 months or (ii) the NEO’s applicable COBRA health continuation period, whichever ends earlier.

•Equity Acceleration. If Atlassian equity awards are being assumed or substituted by the successor entity in the change in control, one hundred percent of the outstanding and unvested equity awards held by the NEO immediately becomes fully exercisable and vested as of the NEO’s date of termination or change in control (if later). If Atlassian equity awards are not being assumed or substituted by the successor entity in the change in control, then all equity awards held by the NEO become fully vested and exercisable immediately prior to the consummation of the change in control.

Termination Outside of a Change in Control Period

•Base Salary Continuation. The NEO receives continued base salary payments for nine months following the termination or resignation.

•Benefit Premium Continuation. If the NEO was participating in Atlassian’s group health plan immediately prior to the date of termination and elects COBRA health continuation, the NEO receives a monthly cash payment equal to the monthly employer contribution that Atlassian would have made to provide health insurance for (i) six months or (ii) the NEO’s applicable COBRA health continuation period, whichever ends earlier.


	Qualifying Termination During a Change in Control Period(1)		Qualifying Termination Outside of a Change in Control Period(2)
Name	Cash Severance ($)	COBRA Payment ($)(3)	Equity Acceleration ($)(4)	Total ($)		Cash Severance ($)	COBRA Payment ($)	Equity Acceleration ($)	Total ($)
Michael Cannon-Brookes(5)	—		—		—		—			—	—	—	—
Anu Bharadwaj	—		—		—		—			—	—	—	—
Joseph Binz	—		—		—		—			—	—	—	—
Rajeev Rajan	—		—		—		—			—	—	—	—
Brian Duffy	960,000		33,240		15,993,002		16,986,242			450,000	16,620	—	466,620
James Chuong	960,000		33,240		21,661,870		22,655,110			450,000	16,620	—	466,620

(1)For all NEOs other than Ms. Bharadwaj and Messrs. Binz and Rajan, whose employment terminated during fiscal year 2026, the amounts reported assume a change in control and a qualifying termination of employment, in each case as of June 30, 2026.

(2)For all NEOs other than Ms. Bharadwaj and Messrs. Binz and Rajan, whose employment terminated during fiscal year 2026, the amounts reported assume a qualifying termination of employment as of June 30, 2026, outside of a Change in Control Period.

(3)COBRA Continuation amount calculated based on COBRA premiums in effect as of June 30, 2026, and health coverage levels in effect as of the same date.

(4)Amount reported calculated by multiplying $77.79, the closing trading price of our Class A Common Stock on June 30, 2026, by the number of RSUs held by the NEO as of the same date.

(5)Mr. Cannon-Brookes is not eligible to participate in the Executive Severance Plan.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


52	Executive Compensation

CEO Pay Ratio

The fiscal year 2026 total compensation of the median employee, based on the compensation of all employees who were employed as of June 30, 2026, other than our CEO, was $252,071. Mr. Cannon-Brookes’s fiscal year 2026 annual total compensation was $57,337. The ratios of our CEO’s fiscal year 2026 pay to that of our median employee was 0.23 to 1.

To identify the median employee, we used the following methodology and estimates, consistent with all applicable SEC rules:

•We selected June 30, 2026 as the date upon which we would identify the “median employee.”

•As of this date, we considered a total of 13,300 full- and part-time employees (other than our CEO).

•For purposes of determining our median employee we used target annual base salary, target cash incentive bonus, and grant date fair market value of equity awards granted to our employees, in each case, for the fiscal year ended June 30, 2026, to calculate our consistently applied compensation measure. We annualized wages and salaries for employees that were not employed for the full year.

•Once we identified the median employee, we calculated the annual total compensation for the median employee according to the methodology used to report the annual compensation of our NEOs in the Summary Compensation Table.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and our other NEOs (“Non-PEO NEOs”) and our performance for the fiscal years listed below. For further information regarding our pay-for-performance philosophy refer to “Compensation Discussion and Analysis.” The CLDC did not consider the pay versus performance disclosure below as a determining factor for the pay decisions in fiscal year 2026.


	Summary Compensation Table Total for PEO (Cannon- Brookes)(2) ($)	Summary Compensation Table Total for PEO (Farquhar) ($)	Compensation Actually Paid for PEO (Cannon- Brookes) ($)	Compensation Actually Paid for PEO (Farquhar) ($)	Average Summary Compensation Table Total for non-PEO NEOs(3) ($)	Average Compensation Actually Paid to non-PEO NEOs(3) ($)	Value of Initial Fixed $100 Investment Based On(1):
Year	Total Stockholder Return ($)	Peer Group Total Stockholder Return ($)	GAAP Net Loss (in millions) ($)	Cloud Revenue(4) (in millions) ($)
2026	$57,337		N/A	$57,337		N/A	$15,967,583	$2,563,726	$41.5	$160.2	-$53.8	$4,411
2025	$54,240		$13,247		$54,240		$13,247	$16,693,120	$21,046,349	$108.4	$199.3	-$256.7	$3,447
2024	$54,885		$55,871		$54,885		$55,871	$7,324,202	$3,180,090	$94.4	$173.9	-$300.5	$2,699
2023	$55,109		$55,109		$55,109		$55,109	$13,612,685	$9,861,062	$89.5	$133.7	-$486.8	$2,085

(1)The Peer Group Total Stockholder Return set forth in this table utilizes the S&P 500 System Software Sub Industry Index which we also included in the stock performance graph required in our Annual Report on Form 10-K for fiscal year 2026. The comparison assumes $100 was invested for the period starting June 30, 2022, through the end of the listed year in Atlassian Class A Common Stock and in the S&P 500 System Software Sub Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(2)Mr. Cannon-Brookes is and Mr. Farquhar was paid in Australian dollars, which have been converted into US dollars using a monthly average exchange rate for fiscal year 2026 of USD $1.00 to AUD $1.47, for fiscal year 2025 of USD $1.00 to AUD $1.55, for fiscal year 2024 of USD $1.00 to AUD $1.52, and for fiscal year 2023 of USD $1.00 to AUD $1.51. Messrs. Cannon-Brookes and Farquhar did not receive stock awards as part of their compensation and did not participate in the annual incentive bonus program.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	53

(3)The individuals comprising the Non-PEO NEOs for each year are listed below:


2026	2025	2024	2023
Anu Bharadwaj	Anu Bharadwaj	Anu Bharadwaj	Anu Bharadwaj
Joseph Binz	Joseph Binz	Joseph Binz	Joseph Binz
Rajeev Rajan	Rajeev Rajan	Rajeev Rajan	Rajeev Rajan
Brian Duffy	Brian Duffy	Cameron Deatsch	Cameron Deatsch
James Chuong

(4)Cloud revenue is equal to Cloud revenue as reported in the audited financial statements included in our Annual Report on Form 10-K for fiscal years 2026, 2025, 2024 and 2023.

To calculate Compensation Actually Paid, the following amounts were deducted from and added to Summary Compensation Table total compensation:


	Fiscal Year 2026		Fiscal Year 2025		Fiscal Year 2024		Fiscal Year 2023
	Mr. Cannon- Brookes (PEO)	Non-PEO NEOs(1)		Mr. Cannon- Brookes (PEO)	Mr. Farquhar (PEO)	Non-PEO NEOs(1)		Mr. Cannon- Brookes (PEO)	Mr. Farquhar (PEO)	Non-PEO NEOs(1)		Mr. Cannon- Brookes (PEO)	Mr. Farquhar (PEO)	Non-PEO NEOs(1)
Summary Compensation Table Total	$57,337	$15,967,583			$54,240	$13,247	$16,693,120			$54,885	$55,871	$7,324,202		$55,109	$55,109	$13,612,685
Less - Grant date fair value of awards granted during the fiscal year	—	$8,767,341		—	—	$15,924,322		—	—	$6,577,254		—	—	$12,944,242
Plus - Fair value of awards granted during the fiscal year at vest (if vested) or at year-end (if unvested)	—	$8,247,609		—	—	$17,477,926		—	—	$4,198,254		—	—	$10,268,477
Plus - Change in fair value of awards granted prior to the fiscal year (2)	—	-$12,884,126		—	—	$2,799,625		—	—	-$1,765,112		—	—	-$1,075,858
Compensation Actually Paid	$57,337	$2,563,726		$54,240	$13,247	$21,046,349		$54,885	$55,871	$3,180,090		$55,109	$55,109	$9,861,062

(1)All amounts included in this column represent the average for all Non-PEO NEOs.

(2)Calculated as fair value at the earlier of vesting date or last day of the fiscal year minus the fair value on the last day of the prior fiscal year.

Pay Versus Performance Tabular List

We believe that Cloud revenue, which we define as Cloud revenue as reported in our audited financial statements, represents the most important financial performance measure used by us to link compensation actually paid to our NEOs to our performance for the fiscal year ended June 30, 2026. We also believe that Marketplace Cloud revenue is an important financial performance measure that we have used to link compensation actually paid to our NEOs to our performance for the fiscal year 2026. We do not use any other financial performance measures in linking compensation actually paid to our NEOs to our performance.

Analysis of the Information Presented in the Pay Versus
Performance Table

As explained in the “Compensation Discussion and Analysis,” our annual cash incentive program is tied to a broader definition of Cloud revenue that includes fees received for sales of third-party cloud apps in the Atlassian Marketplace. Other metrics included in the Pay Versus Performance table are not determining factors for pay outcomes. In accordance with Item 402(v) of Regulation S-K of the Exchange Act, Atlassian is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


54	Executive Compensation

None of our cumulative total stockholder return over fiscal years 2023 through 2026, GAAP net loss across fiscal years 2023 through 2026 or Cloud revenue across fiscal years 2023 through 2026 had a direct impact on the Compensation Actually Paid (as computed in accordance with SEC rules) to our PEO since our PEO’s total compensation is comprised of a modest base salary and statutory superannuation contributions. However, because of the large number of shares of our common stock held by our CEO, our cumulative total stockholder return over fiscal years 2023 through 2026 did have a negative impact on the aggregate value of their holdings.

Our annual Cloud revenue targets had a direct impact on the overall compensation of our Non-PEO NEOs, as it, when added to fees received for sales of third-party cloud apps in the Atlassian Marketplace, resulted in bonus payouts of 45.2%, 95.6%, 96.6%, and 100% for fiscal years 2023, 2024, 2025, and 2026, respectively. Our cumulative total stockholder return over the same period reflects the challenging competitive landscape and macroeconomic environment. The increase in Compensation Actually Paid (as computed in accordance with SEC rules) to our Non-PEO NEOs for fiscal year 2026 is due primarily to the change in composition of our Non-PEO NEOs. Our net losses across fiscal years 2023, 2024, 2025, and 2026 were inclusive of stock-based compensation expense and did not have any impact on the Compensation Actually Paid (as computed in accordance with SEC rules) to our Non-PEO NEOs.

Relationship Between Compensation Actually Paid and Cumulative Company and Peer Group TSR

The graph below (i) sets forth the relationship between the amount of Compensation Actually Paid to our PEOs, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our cumulative TSR over the four most recently completed fiscal years; and (ii) compares our cumulative Total Shareholder Return (“TSR”) over the four most recently completed fiscal years to that of the S&P 500 System Software Sub Industry Index over the same period.

$\"03_TEAM_Charts$


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Executive Compensation	55

Relationship Between Compensation Actually Paid and Net Income

The graph below sets forth the amount of Compensation Actually Paid to our PEOs, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our GAAP net income, during the four most recently completed fiscal years.

$\"03_TEAM_Charts$

Relationship Between Compensation Actually Paid and Cloud Revenue

The graph below sets forth the amount of Compensation Actually Paid to our PEOs, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our Cloud revenue during the four most recently completed fiscal years.

$\"03_TEAM_Charts$


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


56

Report of the Audit Committee of the Board

The Audit Committee oversees Atlassian’s financial reporting process and internal control structure on behalf of the Board. Management is responsible for the preparation, presentation, and integrity of the financial statements and the effectiveness of Atlassian’s internal control over financial reporting. Atlassian’s independent auditors are responsible for expressing an opinion as to the conformity of Atlassian’s consolidated financial statements with generally accepted accounting principles and as to the effectiveness of Atlassian’s internal control over financial reporting.

In performing its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended June 30, 2026 with management of Atlassian.

The Audit Committee has discussed with Ernst & Young LLP, our independent registered public accounting firm, the matters required to be discussed with the Audit Committee under the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young LLP its independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in Atlassian’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, for filing with the SEC.

THE AUDIT COMMITTEE

Steven Sordello (Chair)

Karen Dykstra
Christian Smith

Michelle Zatlyn


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


	57

Proposals To Be Voted On


Proposal 1 – Election of Directors	58

Proposal 2 – Ratification of Appointment of Independent Auditor	59

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation	60


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


58	Proposals To Be Voted On



Proposal 1 – Election of Directors

The Board has nominated directors Scott Belsky, Shona L. Brown, Mike Cannon-Brookes, Scott Farquhar, Anil Sabharwal, Christian Smith, Steven Sordello, Jason Warner, and Michelle Zatlyn to be elected to serve on the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified. Ms. Dykstra, who has served on the Board since 2025, will not stand for re-election to the Board at the Annual Meeting. We thank her for her service to Atlassian. Each of the directors nominated by the Board has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected.

It is intended that proxies will be voted, unless otherwise indicated, for the election of the nominees as directors to the Board to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier death, resignation or removal. In the event that any of the director nominees should become unable to serve or otherwise will not serve as a director (a “Non-serving Director”), the Board may elect to designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, it is intended that the proxies will be voted for the election of such other person. If the Board elects to reduce its size, any votes that are submitted with instruction to vote for all of the Board’s nominees will be voted only for the remaining director nominees and any votes submitted with instruction to vote for a Non-serving Director will be disregarded.

If a nominee does not receive more votes in favor than votes against their election, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” However, in accordance with our Corporate Governance Guidelines, an incumbent director who fails to receive a majority of the voting power of Class A and Class B Common Stock cast in favor of their re-election in an uncontested election is expected to tender their resignation. The Nominating Committee will then promptly recommend to the Board whether to accept or refuse the director’s resignation, or whether other action should be taken. The Board will act on the recommendation of the Nominating Committee and will publicly disclose its decision within 90 days from the date of the certification of the election results.

For more information on the director nominees, please see the section entitled “Directors and Corporate Governance—Biographies” above.

Vote Required and the Atlassian Board Recommendation

Atlassian has implemented majority voting in uncontested elections of directors. Accordingly, each director must receive the affirmative vote of a majority of the voting power of shares of Class A Common Stock and Class B Common Stock present or represented by proxy at the Annual Meeting and voting either “for” or “against,” as a single class. Unless marked to the contrary, proxies received will be voted FOR the election of each of the director nominees.



$\"02$	THE ATLASSIAN BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Proposals To Be Voted On	59



Proposal 2 – Ratification of Appointment of Independent Auditor

The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2027. The Board recommends that stockholders vote for ratification of such appointment. Stockholder ratification of the appointment of Ernst & Young LLP as Atlassian’s independent registered public accounting firm is not required by law or our Bylaws. However, we are seeking stockholder ratification as a matter of good corporate practice. In the event of a negative vote on such ratification, the Board will reconsider its selection. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our stockholders’ best interests.

We expect representatives of Ernst & Young LLP to attend the Annual Meeting virtually and be available to respond to appropriate questions. They will also have the opportunity to make a statement if they desire to do so.

Fees Paid to Auditors

The following table shows fees that we paid (or accrued) for professional services rendered by Ernst & Young LLP for fiscal years 2026 and 2025.


	2026	2025
	(in thousands)
Audit fees(1)	$7,182		$5,440
Audit-related fees(2)	398		—
Tax fees(3)	119		20
Other fees(4)	10		10
Total	$7,709		$5,470

(1)Audit fees consist of fees incurred for professional services rendered for the integrated audit of our annual consolidated financial statements, review of the quarterly consolidated financial statements and foreign statutory audits and services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filings or engagements.

(2)Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” This primarily consisted of fees related to environmental, social and governance reporting and assurance service.

(3)Tax fees relate to assistance with tax compliance, tax planning, and various tax advisory services.

(4)Other fees are any additional amounts for products and services provided by the principal accountants.

Pre-Approval of Audit and Non-Audit Services

Our Audit Committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the Audit Committee pre-approves annually all audit services, audit-related services, tax services and other services as described above, that may be performed by our independent accountants. All of the audit and non-audit services provided by our principal accountants have been pre-approved by our Audit Committee.

Vote Required and the Atlassian Board Recommendation

Approval of this proposal requires the affirmative vote of a majority of the voting power of Class A Common Stock and Class B Common Stock present or represented by proxy at the Annual Meeting and voting either “for” or “against,” as a single class. Unless marked to the contrary, proxies received will be voted FOR ratification of the appointment of Ernst & Young LLP.



$\"02$	THE ATLASSIAN BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


60	Proposals To Be Voted On



Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation

In accordance with the requirements of Section 14A of the Exchange Act, we are asking our stockholders to cast an advisory vote to approve the compensation of our NEOs during fiscal year 2026 as disclosed in this Proxy Statement. This Proposal gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation program.

We are guided by our mission of unleashing the potential of every team. As described in detail under the heading “Compensation Discussion and Analysis,” we view a talented executive team at the center of enabling the long-term success of Atlassian’s mission. Our current executive compensation programs and philosophy are designed to attract, motivate, and retain top executive talent within a highly competitive technology labor market. Under these programs, our CEO received a level of compensation that is substantially lower than that of CEOs at many peer companies due to his considerable pre-existing Atlassian equity holdings tying his compensation directly to the performance of our business and stock price. Further, we deliver the vast majority of our other NEOs’ compensation in the form of equity, which features a multi-year vesting period, and we prioritize ensuring these NEOs have a meaningful equity stake in Atlassian to further align their long-term wealth creation with that of our stockholders.

Please read the “Compensation Discussion and Analysis,” the executive compensation tables, and the narrative disclosures that accompany the executive compensation tables for additional details about our executive compensation program, including information about the fiscal year 2026 compensation of our NEOs.

We request stockholder approval of the fiscal year 2026 compensation of our NEOs as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules. This vote is not intended to address any specific element of compensation, but rather the overall compensation of our NEOs and the compensation philosophy, policies and practices described in this Proxy Statement.

Accordingly, we ask that you vote FOR the following resolution:

“RESOLVED, that the stockholders of Atlassian approve, on an advisory basis, the compensation of our NEOs, as disclosed in Atlassian’s Proxy Statement for the 2026 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Fiscal Year 2026 Summary Compensation Table and the other executive compensation tables and narrative disclosure within such Proxy Statement.”

Vote Required and the Atlassian Board Recommendation

As an advisory vote, the outcome of the vote on this Proposal is not binding. However, our CLDC, which is responsible for designing and administering our executive compensation program, values the opinions expressed by our stockholders and will consider the outcome of this vote when making future executive compensation decisions.

We expect the next advisory vote to approve the compensation of our named executive officers to occur at the 2027 annual meeting of stockholders.



$\"02$	THE ATLASSIAN BOARD RECOMMENDS A VOTE FOR APPROVING ON AN ADVISORY BASIS THE COMPENSATION OF OUR NEOs.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


	61

Stock Ownership Information

Security Ownership Table

The following table sets forth, as of September 30, 2026, except as indicated by footnotes below, certain information regarding beneficial ownership of our common stock by:

•all those known by us to be beneficial owners of more than five percent of the outstanding shares of our common stock;

•each of our current directors and director nominees;

•each NEO; and

•all current directors and executive officers as a group.

This table is based on information provided to us or filed with the SEC by our directors and director nominees, executive officers and principal stockholders. Unless otherwise indicated in the footnotes below, and subject to community property laws where applicable, each of the named persons has sole voting and investment power with respect to the shares shown as beneficially owned.

Except as set forth below, the address of each stockholder listed in the following table is Atlassian Corporation, 350 Bush Street, 13th Floor, San Francisco, California 94104 USA. In accordance with SEC rules, applicable percentage ownership in the following table is based on 158,022,970 shares of Class A Common Stock and 94,133,617 shares of Class B Common Stock outstanding as of September 30, 2026. Class A Common Stock trades on the Nasdaq Global Select Market under the symbol “TEAM.” Class B Common Stock is not listed.

In accordance with SEC regulations, we also include (i) shares subject to options that are currently exercisable or will become exercisable within 60 days of September 30, 2026, and (ii) shares issuable upon settlement of RSUs that are vested but unreleased, or will become vested and settled within 60 days of September 30, 2026. Those shares are deemed to be outstanding and beneficially owned by the person holding such option or RSU for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


62	Stock Ownership Information


	Shares Beneficially Owned
	Class A		Class B	% of Total Voting Power(1)
Name of Beneficial Owner	Shares	%		Shares	%
5% Stockholders:
BlackRock, Inc.(2)	11,611,358		7.35	%		—		—		1.06	%
Vanguard Portfolio Management(3)	9,950,824		6.30	%		—		—		*
Vanguard Capital Management(4)	9,082,189		5.75	%				*
AQR Capital Management, LLC(5)	8,822,984		5.58	%		—		—		*
DNB Asset Management AS(6)	8,077,726		5.11	%		—		—		*

NEOs and Directors:
Michael Cannon-Brookes(7)	275,940		*		47,066,808		50.00	%	42.84	%
Anu Bharadwaj(8)	40,477		*		—		—		*
Joe Binz(9)	90,460		*		—		—		*
Rajeev Rajan(10)	39,939		*		—		—		*
Brian Duffy(11)	63,242		*		—		—		*
Shona L. Brown(12)	36,508		*		—		—		*
Scott Belsky(13)	7,803		*		—		—		*
Karen Dykstra(14)	2,453		*
Scott Farquhar(15)	275,940		*		47,066,808		50.00	%	42.84	%
Christian Smith(16)	1,125		*		—		—		*
Steven Sordello(17)	51,050		*		—		—		*
Anil Sabharwal	—		*		—		—		—
Jason Warner(18)	378		*		—		—		*
James Chuong(19)	38,279		*		—		—		*
Michelle Zatlyn(20)	5,223		*		—		—		*
All current executive officers and directors as a group (12 persons)(21)	757,941		*		94,133,616		100.00	%	85.69	%

* Represents beneficial ownership of less than 1%

(1)Percentage of total voting power represents voting power with respect to all shares of our Class A Common Stock and Class B Common Stock as a single class. Holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to ten votes per share.

(2)Based on information reported by BlackRock, Inc. (“BlackRock”) on a Schedule 13G/A filed with the SEC on July 27, 2026. Of the shares of Class A Common Stock beneficially owned, BlackRock reported that it has sole dispositive power with respect to 11,611,358 shares, shared dispositive power with respect to no shares, sole voting power with respect to 10,475,891 shares and shared voting power with respect to no shares. BlackRock listed its address as 50 Hudson Yards, New York, New York 10001.

(3)Based on information reported by Vanguard Portfolio Management (“Vanguard Portfolio”) on a Schedule 13G filed with the SEC on April 28, 2026. Of the shares of Class A Common Stock beneficially owned, Vanguard Portfolio reported that it has sole dispositive power with respect to 9,950,824 shares, shared dispositive power with respect to no shares, sole voting power with respect to 56,461 shares and shared voting power with respect to no shares. Vanguard Portfolio listed its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(4)Based on information reported by Vanguard Capital Management (“Vanguard Capital”) on a Schedule 13G filed with the SEC on April 28, 2026. Of the shares of Class A Common Stock beneficially owned, Vanguard Capital reported that it has sole dispositive power with respect to 9,082,189 shares, shared dispositive power with respect to no shares, sole voting power with respect to 1,478,467 shares and shared voting power with respect to no shares. Vanguard Capital listed its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(5)Based on information reported by AQR Capital Management, LLC and AQR Capital Management Holdings, LLC (“AQR”) on a Schedule 13G filed with the SEC on August 12, 2026. Of the shares of Class A Common Stock beneficially owned, AQR reported that it has sole dispositive power with respect to no shares, shared dispositive power with respect to 8,822,984 shares, sole voting power with respect to no shares and shared voting power with respect to 8,270,721 shares. AQR listed its address as One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830.

(6)Based on information reported by DNB Asset Management AS, LLC (“DNB”) on a Schedule 13G filed with the SEC on May 14, 2026. Of the shares of Class A Common Stock beneficially owned, DNB reported that it has sole dispositive power with respect to 8,077,726 shares, shared dispositive power with respect to no shares, sole voting power with respect to 8,077,726 shares and shared voting power with respect to no shares. DNB listed its address as Dronning Eufemias Gate 30, 0191 Oslo, Norway.

(7)Consists of 275,940 shares of Class A Common Stock and 47,066,808 shares of Class B Common Stock held of record by CBC Co Pty Limited as trustee for the Cannon-Brookes Head Trust.

(8)Consists of 40,477 shares of Class A Common Stock held of record by Ms. Bharadwaj.

(9)Consists of 90,460 shares of Class A Common Stock held of record by Mr. Binz, including 5,000 shares of Class A Common Stock of which Mr. Binz has shared voting and dispositive power.

(10)Consists of 39,939 shares of Class A Common Stock held of record by Mr. Rajan.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Stock Ownership Information	63

(11)Consists of (i) 36,326 shares of Class A Common Stock held of record by Mr. Duffy and (ii) 26,916 RSUs that vest within 60 days of September 30, 2026.

(12)Consists of 36,508 shares of Class A Common Stock held by a family trust.

(13)Consists of 1,634 shares of Class A Common Stock held of record by Mr. Belsky and 6,169 shares held by a family trust.

(14)Consists of 2,453 shares of Class A Common Stock held of record by Ms. Dykstra.

(15)Consists of 275,940 shares of Class A Common Stock and 47,066,808 of Class B Common Stock held of record by Farquhar Investment Partnership No. 2.

(16)Consists of 1,125 shares of Class A common stock held of record by Mr. Smith.

(17)Consists of 51,050 shares of Class A Common Stock held of record by Mr. Sordello.

(18)Consists of 378 shares of Class A Common Stock held of record by Mr. Warner.

(19)Consists of (i) 19,316 shares of Class A Common Stock held of record by Mr. Chuong and (ii) 18,963 RSUs that vest within 60 days of September 30, 2026.

(20)Consists of 5,223 shares of Class A Common Stock held of record by Ms. Zatlyn.

(21)Consists of (i) 712,062 shares of Class A Common Stock, (ii) 94,133,616 shares of Class B Common Stock, and (iii) 45,879 RSUs that vest within 60 days of September 30, 2026.

Entities affiliated with our Co-Founders, Mr. Cannon-Brookes and Mr. Farquhar, hold the majority of the outstanding shares of our Class B Common Stock.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of Atlassian.

Equity Compensation Plan Information

The following table provides information as of June 30, 2026 with respect the shares of our Class A Common Stock that may be issued under our existing equity compensation plans. No shares of our Class B Common Stock are issuable under any of our equity compensation plans.


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans Approved by Security Holders(1)	22,306,885		—(2)	42,163,095(3)
Total	22,306,885		—		42,163,095

(1)Includes the following plans: our Amended and Restated 2015 Share Incentive Plan (the “2015 Plan”), and our Amended and Restated 2015 Employee Share Purchase Plan (“ESPP”).

(2)Excludes shares issuable upon vesting of outstanding RSUs as of June 30, 2026, since such shares have no exercise price.

(3)As of June 30, 2026, a total of 22,163,095 shares of our Class A Common Stock were reserved for issuance pursuant to the 2015 Plan. This number does not include the 7,963,413 shares that were added to the 2015 Plan as a result of the automatic annual increase on July 1, 2026. The 2015 Plan provides that the number of shares reserved and available for issuance under the 2015 Plan will automatically increase each July 1, beginning on July 1, 2016, by 5% of the outstanding number of shares of our Class A Common Stock on the immediately preceding June 30th or such lesser number of shares as determined by our CLDC. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of Class A Common Stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2015 Plan will be added back to the Class A Common Stock available for issuance under the 2015 Plan. As of June 30, 2026, a total of 20,000,000 of our shares of Class A Common Stock were available for future issuance pursuant to the ESPP. We may, but have not yet elected to, implement the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each July 1, beginning on July 1, 2016, by the lesser of 2,850,000 shares of our Class A Common Stock, 1% of the outstanding number of shares of our Class A Common Stock on the immediately preceding June 30th, or a lesser number of shares of our Class A Common Stock as determined by our CLDC. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


64

Information About the Meeting, Voting and Procedural Matters

General

The Board is soliciting your vote with this Proxy Statement and proxy card for the Annual Meeting, to be held on Tuesday, December 1, 2026 at 2:00 p.m. Pacific Time and for any adjournment or postponement of the Annual Meeting. The Annual Meeting will be a virtual meeting held exclusively via live audio webcast at www.virtualshareholdermeeting.com/TEAM2026. Our Annual Report for the fiscal year ended June 30, 2026, including our financial statements for fiscal year 2026, is also enclosed or available online at the same website as this Proxy Statement. These proxy materials are first being made available to stockholders on October 14, 2026.

Stockholders Entitled to Vote; Record Date

As of the close of business on October 7, 2026, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 157,718,342 outstanding shares of Class A Common Stock and 94,133,617 outstanding shares of Class B Common Stock of Atlassian, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes on all matters to be voted on at the Annual Meeting, voting together as a single class. All valid proxies received before the Annual Meeting will be voted according to the instructions thereon.

Quorum; Abstentions; Broker Non-Votes

Atlassian’s Bylaws provide that the holders of a majority in voting power of the stock of Atlassian issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted as “present” in determining whether a quorum is present at the Annual Meeting. If a quorum is not present, we may propose to adjourn and reconvene the Annual Meeting at a later date.

If you hold your Atlassian Class A Common Stock through a brokerage firm, bank, trust or other similar organization, the broker or organization may be prevented from voting, or may otherwise choose not to vote, shares held in your brokerage account if you have not given the broker or organization voting instructions with respect to your shares (resulting in what is referred to as a “broker non-vote”). The question of whether the broker or organization will be able to vote your shares will be determined by whether a proposal is deemed “routine” or “non-routine” based on NYSE rules that regulate member brokerage firms. We expect that Proposals 1 and 3 will be considered “non-routine” and Proposal 2 will be considered “routine.” Accordingly, the broker or organization would not be able to vote your shares on Proposal 1 and 3, but would be able to do so on Proposal 2. We encourage you to vote your shares to ensure that they are represented on all matters presented at the Annual Meeting.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Information About the Meeting, Voting and Procedural Matters	65

For each of the proposals, the applicable voting standard, Board recommendation, and treatment of abstentions and broker non-votes, if any, are as follows:

Voting Item

Voting Options

Board

Recommendation

Voting Standard

Effect of

Abstentions

Effect of Broker

Non-Votes, If Any

1.Election of Directors

For, against, or abstain

on each nominee

FOR each nominee

Majority of the voting power of Class A and Class B Common Stock cast, for each nominee

No effect

2.Ratification of Appointment of Ernst & Young LLP

For, against, or abstain

FOR

Majority of the voting power of Class A and Class B Common Stock cast

No effect

3.Advisory Vote to Approve Named Executive Officer Compensation

For, against, or abstain

FOR

Majority of the voting power of Class A and Class B Common Stock cast

No effect

Voting; Revocability of Proxies

Voting of proxies; Discretionary voting. Stockholders may vote over the internet, by telephone, by mail, or online when attending the virtual meeting, as described in “About the Annual Meeting” above. All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual Meeting, and not revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxy cards. The telephone and internet voting procedures are designed to authenticate the stockholder’s identity, to allow stockholders to vote their shares and to confirm that their voting instructions have been properly recorded. If you vote by telephone or over the internet, you do not need to complete and mail your proxy card. If you do not provide specific voting instructions on a properly executed proxy card or when voting over the phone or internet, your shares will be voted as recommended by the Board.

We are not aware of any matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any other matters are properly presented for consideration at the Annual Meeting, the persons named in the proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment.

Effect of not casting your vote. If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the voting for each of the proposals, because your bank or broker may not have discretion or may otherwise choose not to vote any uninstructed shares. Without voting instructions regarding Proposals 1 and 3 we expect that your nominee will not have the authority to vote on those matters, resulting in a so-called “broker non-vote.” Whether the broker, bank, or other nominee that holds your shares has discretionary authority to vote on a proposal without receiving your voting instructions is subject to stock exchange rules and final determination by the stock exchange.

If you are a stockholder of record, it is also critical that you cast your vote. If you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

Revocability of proxy. You may revoke or change your proxy by:

•entering a new vote by telephone or over the internet;

•filing with Atlassian’s Corporate Secretary, at or before the taking of the vote at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares; or

•attending and voting online at the virtual Annual Meeting (although attendance at the virtual Annual Meeting will not in and of itself revoke a proxy).

Any written notice of revocation or subsequent proxy card must be received by Atlassian’s Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be sent to Atlassian’s principal executive offices at Atlassian Corporation, 350 Bush Street, 13th Floor, San Francisco, California 94104 USA, Attention: Corporate Secretary.

If a broker, bank or other nominee holds your shares, you must contact them in order to find out how to revoke or change your vote.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


66	Information About the Meeting, Voting and Procedural Matters

Expenses of Solicitation

Atlassian will bear the entire cost of solicitation. In addition, Atlassian may arrange with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the stock held of record by such persons, and Atlassian will reimburse them for their reasonable out-of-pocket expenses. Atlassian may use the services of Atlassian’s directors, officers, employees and others to solicit proxies, personally or by telephone, without additional compensation.

Procedure for Introducing Business or Director Nominations at Our 2027 Annual Meeting of Stockholders

Stockholder proposals and director nominees to be presented at the annual meeting of stockholders. Stockholders of record may introduce business or nominate directors for election at an annual meeting of stockholders, provided that the stockholder satisfies the advance notice requirements set forth in Atlassian’s Bylaws. Among other things, the advance notice provisions require stockholders to give timely notice of business they propose to introduce and of any director nomination they propose to make in proper written form to Atlassian’s Corporate Secretary at Atlassian Corporation, 350 Bush Street, 13th Floor, San Francisco, California 94104 USA, Attention: Corporate Secretary. Any notice of director nomination submitted to Atlassian must include the additional information required by Rule 14a-19(b) under the Exchange Act.

To be timely for our 2027 annual meeting of stockholders, such notice must be received no earlier than the close of business (5:00 p.m. Pacific Time) August 3, 2027 and no later than the close of business (5:00 p.m. Pacific Time) on September 2, 2027. However, if the date of the 2027 annual meeting of stockholders is advanced by more than 30 days prior to, or delayed by more than 60 days after, the one-year anniversary of the date of the 2026 Annual Meeting, then notice must be received no later than the close of business (5:00 p.m. Pacific Time) on the later of the 90th day prior to the 2027 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of the 2027 annual meeting of stockholders is first made.

In addition to satisfying the deadlines in these advance notice provisions of Atlassian’s Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 under the Exchange Act to Atlassian’s Corporate Secretary no later than October 4, 2027.

If a stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any business presented by a stockholder at our 2027 annual meeting of stockholders.

Stockholder proposals to be included in the proxy statement (Rule 14a-8 proposals). Any stockholder proposal submitted for inclusion in Atlassian’s proxy statement for the 2027 annual meeting of stockholders pursuant to Rule 14a-8 of the Exchange Act should be addressed to Atlassian’s Corporate Secretary at the address set forth above and must be received at our principal executive offices not later than on June 16, 2027. In the event the date of the annual meeting of stockholders is moved by more than 30 days from the one-year anniversary of the date of the 2026 Annual Meeting, then notice must be received within a reasonable time before Atlassian begins to make its proxy materials available.

The requirements for providing advance notice of business or nominations as summarized above are qualified in their entirety by our Bylaws, Rule 14a-19 (as applicable) and, in the case of stockholder proposals submitted for inclusion in our proxy statement, Rule 14a-8, which we recommend that you read in order to comply with the applicable requirements. Failure to timely deliver the requisite notice or satisfy the requirements in our Bylaws, Rule 14a-19 or Rule 14a-8, as applicable, may result in a proposal or nomination not being presented at our annual meeting of stockholders. You may contact Atlassian’s Corporate Secretary at our principal executive offices for a copy of our current Bylaws, including the relevant provisions regarding the requirements for making stockholder proposals and nominating director candidates, or you may refer to the copy of our Bylaws most recently filed with the SEC and available at www.sec.gov.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement


Information About the Meeting, Voting and Procedural Matters	67

Delivery of Proxy Materials

To receive current and future proxy materials in either paper or electronic form, please contact Investor Relations at (415) 701-1110 or IR@atlassian.com. In addition, we will provide, free of charge, a copy of our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 upon the written request of any stockholder to Investor Relations at the address set forth below.

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for Internet Notices and proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders, unless Atlassian has received contrary instructions from one or more of the stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Atlassian and some brokers household proxy materials and Internet Notices. If your proxy statement or Internet Notice is being householded and you would like to receive separate copies, or if you are receiving multiple copies and would like to receive a single copy, please contact Investor Relations at (415) 701-1110 or IR@atlassian.com, or write to Atlassian Corporation, 350 Bush Street, 13th Floor, San Francisco, California 94104 USA, Attention: Investor Relations. We will promptly send a separate copy of the proxy statement or Internet Notice if you contact Investor Relations or write to Atlassian Corporation, as directed above, and request a separate copy.


2026 Proxy Statement	$\"06_436434-3_logo_Atlassian$


68

Appendix A

Non-GAAP Financial Measures and Key Business Metrics

Non-GAAP Financial Measures

In addition to financial information presented in accordance with GAAP, we regularly review other measures, that are not presented in accordance with GAAP, defined as non-GAAP financial measures by the SEC, to evaluate our business, measure our performance, identify trends, prepare financial forecasts, and make strategic decisions. These measures, including Free Cash Flow, may be different from similarly titled non-GAAP measures used by other companies. We understand that although non-GAAP financial measures are frequently used by investors and the analyst community in their evaluation of our financial performance, these measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

Free Cash Flow

Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by operating activities less net cash used in investing activities for capital expenditures. Management considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by our business that can be used to fund our commitments, repay our debt, and for strategic opportunities, such as reinvesting in our business, making strategic acquisitions, and strengthening our financial position. Free cash flow is not a measure calculated in accordance with GAAP and should not be considered in isolation from, or as a substitute for financial information prepared in accordance with GAAP, such as GAAP net cash provided by operating activities. In addition, free cash flow may not be comparable to similarly titled metrics of other companies due to differences among methods of calculation.

The following table presents a reconciliation of net cash provided by operating activities to free cash flow for the fiscal year ended June 30, 2026 (in thousands):


GAAP net cash provided by operating activities	$1,353,135
Less: Capital expenditures	(34,060)

Free cash flow	$1,319,075

Key Business Metrics

We review a number of financial and operational metrics, including “Cloud Net Revenue Retention Rate” and “Subscription ARR,” to evaluate our business, measure our performance, formulate business plans, and make strategic decisions. These metrics are not based on any standardized industry methodology and are not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies.

Cloud Net Revenue Retention Rate

We calculate cloud net revenue retention rate at a point in time by dividing monthly recurring revenue from Cloud customers at the end of a reporting period (“Current Period MRR”) by the MRR for Cloud customers at the end of the prior 12-month period. Current Period MRR includes existing customer expansion net of existing customer contraction and attrition but excludes monthly recurring revenue (“MRR”) from new customers in the current period.

Subscription Annual Recurring Revenue

Subscription Annual Recurring Revenue (“ARR”) is the annual recurring revenue from subscription agreements to our Cloud and Data Center offerings at a point in time. It reflects the annualized value of active subscriptions, including recurring revenue from upgrades and add-ons, but excludes one-time fees. For monthly subscriptions, ARR is calculated by multiplying MRR by 12. ARR should be viewed independently of revenue and does not represent our revenue under GAAP, as it is an operational metric that can be affected by contract start and end dates, renewal rates, and the timing of invoices.


$\"06_436434-3_logo_Atlassian$	2026 Proxy Statement

$\"06_436434-3_logo_Atlassian$

www.atlassian.com

$\"01$

","original","zhKind","translation","complete",false,"TEAM","公司与财报","政策与监管","观点与解读","宏观与美联储","行业与主题","其他","aihot","/items/g7vat4jkrj12tcizdhvuyko6x","https://www.sec.gov/Archives/edgar/data/1650372/000165037226000044/0001650372-26-000044-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1792195200&sig=4eab1165515e57e2","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1792195200&sig=df95c58c297800b1 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1792195200&sig=2a4278e6e5e85947 96w","changelogVersion","2026-10-01T08:00"]