Item 2.02 - Results of Operations and Financial Condition



On December 7, 2020, Smartsheet Inc. (the "Company") issued a press release
announcing its results for the quarter ended October 31, 2020 and providing its
business outlook. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit 99.1 to this Current
Report, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section or Sections 11 and 12(a)(2) of the
Securities Act of 1933, as amended. The information in this Item 2.02 and in the
accompanying Exhibit 99.1 shall not be incorporated by reference into any
registration statement or other document filed by the Company with the
Securities and Exchange Commission (the "SEC"), whether made before or after the
date of this Current Report, regardless of any general incorporation language in
such filing, except as shall be expressly set forth by specific reference in
such filing.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Pete Godbole as Chief Financial Officer and Treasurer



On December 7, 2020, Smartsheet Inc. (the "Company") announced that its Board of
Directors (the "Board") had appointed Pete Godbole as the Company's Chief
Financial Officer-designate and Treasurer-designate. In accordance with the
previously announced retirement of Jennifer Ceran, the Company's current Chief
Financial Officer and Treasurer, Mr. Godbole will succeed Ms. Ceran in such
roles, including as the "principal financial officer" and "principal accounting
officer" of the Company within the meaning of Rule 16a-1(f) under the Securities
Exchange Act of 1934, as amended, effective immediately after the Company files
with the SEC its Quarterly Report on Form 10-Q for the quarter ended October 31,
2020.

Prior to joining the Company, Mr. Godbole, 56, served as Chief Financial Officer
at Hearsay Systems, Inc., a digital communications platform provider, from
October 2016 to November 2020. From August 2014 to September 2016, Mr. Godbole
served as Chief Financial Officer of GoodData Corporation, a data analytics
platform provider. Prior to that, Mr. Godbole served in various roles, including
as Chief Financial Officer for the end user computing business of VMware, Inc.,
in various other senior finance positions at VMware, Inc., and in various other
finance positions at Hyperion Solutions Corporation, Autodesk Inc., Kana
Communications, and The Hewlett-Packard Company. Mr. Godbole holds a B.S. in
Business and Accounting from the University of Delhi and an M.B.A. from Michigan
State University.

Pursuant to an executive employment agreement between the Company and Mr.
Godbole, dated November 6, 2020 (the "Agreement"), Mr. Godbole will be employed
by the Company on a full-time basis, and will receive an annual base salary of
$375,000. In addition, Mr. Godbole will be eligible for an annual cash bonus
targeted at 70% of base salary, contingent on achievement of Company objectives.
This annual cash bonus will be prorated for the current fiscal year, based on
Mr. Godbole's start date. On December 3, 2020, Mr. Godbole received the
following equity awards, granted under the Company's 2018 Equity Incentive Plan
(the "2018 Plan"), a copy of which is attached as Exhibit 10.4 to the Company's
Form S-1/A filed with the SEC on April 16, 2018: (i) an option to purchase
80,115 shares of the Company's Class A Common Stock, and (ii) restricted stock
units covering 38,047 shares of the Company's Class A Common Stock. The stock
options and restricted stock units shall vest over four years, with 25% vesting
on December 15, 2021 and the remaining 75% vesting in equal quarterly increments
thereafter. The foregoing summary of the material terms of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Agreement, which will be filed with the Company's Annual Report
on Form 10-K for the period ending January 31, 2021.

In connection with Mr. Godbole's appointment as Chief Financial Officer, the
Board also approved the Company's entry into a change in control severance
agreement with Mr. Godbole (the "Severance Agreement"), effective from the date
signed, which includes the following terms:

•The Severance Agreement provides for an initial three-year term from the date
of the agreement, unless renewed, extended, or earlier terminated, subject to
certain limitations. Mr. Godbole will be entitled to certain severance benefits
if he is subject to a Separation (as defined in the Severance Agreement) within
three months prior to or 12 months following a Change in Control (as defined in
the Severance Agreement) as a result of the Company or its successor terminating
his employment for any reason other than Cause (as defined in the Severance
Agreement) or Mr. Godbole voluntarily resigning his employment for Good Reason
(as defined in the Severance Agreement) (a "CIC Qualifying Termination").


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•In the event of a CIC Qualifying Termination, Mr. Godbole would be entitled to
receive severance benefits equal to six months of his then-current annual base
salary and the pro rata portion of his unpaid annual target bonus at the
then-current rate based on 100% achievement and equal to the number of actual
days worked in the then-current fiscal year in which the Separation occurs. In
addition, the shares underlying all unvested equity awards held by him
immediately prior to such termination, excluding awards that would otherwise
vest only upon satisfaction of performance criteria subject to the following
sentence, will become vested and exercisable in full as to 100% of the then
unvested shares subject to the equity award. For equity awards that would
otherwise vest only upon satisfaction of performance criteria, the vesting will
accelerate as set forth in the terms of the applicable performance-based award
agreement.

The foregoing summary of the Severance Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, the form of Severance
Agreement, which was filed as Exhibit 10.13 to the Company's Form S-1 filed with
the SEC on March 26, 2018, and is incorporated by reference herein.

Mr. Godbole and the Company have entered into an indemnification agreement in
substantially the same form as Exhibit 10.1 to the Company's Form S-1/A filed
with the SEC on April 16, 2018, which is incorporated by reference herein.

Except for the arrangements described in this Current Report on Form 8-K, there
are no existing or currently proposed transactions to which the Company or any
of its subsidiaries is a party and in which Mr. Godbole has a direct or indirect
material interest. There are no family relationships between Mr. Godbole and any
of the Company's directors or executive officers.

Item 8.01 - Other Events

A copy of the press release announcing Mr. Godbole's appointment as Chief Financial Officer and Treasurer is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 - Financial Statements and Exhibits



(d)                 Exhibits.

Exhibit No.                                               Description
         99.1               Press release dated     December     7    , 2020
         99.2               Press release dated December 7, 2020 entitled "Smartsheet Appoints Pete
                          Godbole as Chief Financial Officer"
          104             Cover Page Interactive Data File (embedded within

the Inline XBRL document)

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