8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2023

SAMSARA INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41140	47-3100039
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1 De Haro Street San Francisco, California 94107
(Address of principal executive offices, including zip code)

(415) 985-2400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	IOT	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

On August 4, 2023, Samsara Inc. (the “Company”) appointed Todd Bluedorn to its Board of Directors (the “Board”), effective immediately. In addition, Mr. Bluedorn was appointed as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board, effective immediately.

Mr. Bluedorn brings nearly 30 years of leadership experience within the industrial sector, including 15 years as Chief Executive Officer and Chairman of Lennox International. Prior to joining Lennox, Mr. Bluedorn held leadership roles at United Technologies. Mr. Bluedorn currently serves on the Board of Directors of Texas Instruments and serves as Vice Chair of Madison Industries. Previously, Mr. Bluedorn served on the Board of Directors of Eaton Corporation. Mr. Bluedorn received an M.B.A. from Harvard Business School and a B.S. in Electrical Engineering from the United States Military Academy West Point.

Mr. Bluedorn will be entitled to receive the following cash and equity compensation under the Company’s outside director compensation policy: (1) an annual cash retainer of $35,000 for service on the Board, (2) an annual cash retainer of $7,500 for service on the Company’s Compensation Committee, (3) an annual cash retainer of $4,300 for service on the Company’s Nominating and Corporate Governance Committee and (4) an award of restricted stock units covering a number of shares, with such award having a grant date fair value equal to $400,000.

In accordance with the Company’s customary practice, the Company has entered into its standard form of indemnification agreement with Mr. Bluedorn, the form of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-261204), filed with the SEC on December 6, 2021.

Mr. Bluedorn has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

There are no family relationships, as defined in Item 401 of Regulation S-K promulgated under the Exchange Act, between Mr. Bluedorn and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. There are also no arrangements or understandings between Mr. Bluedorn and any other persons pursuant to which Mr. Bluedorn was selected as a director.

A copy of the press release announcing the appointment of Mr. Bluedorn is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press release issued by Samsara Inc. dated August 8, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SAMSARA INC.
Date: August 8, 2023	By:	/s/ Adam Eltoukhy
		Adam Eltoukhy
		Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Samsara Announces Appointment of Todd Bluedorn to Board of Directors

SAN FRANCISCO, August 8, 2023 — Samsara Inc. (“Samsara”) (NYSE: IOT), today announced the appointment of Todd Bluedorn to its Board of Directors. Bluedorn joins an accomplished group of board members including Marc Andreessen, Hemant Taneja, Jonathan Chadwick, Sue Wagner, Sue Bostrom, Ann Livermore, and Samsara co-founders Sanjit Biswas and John Bicket.

Bluedorn brings nearly 30 years of leadership experience within the industrial sector, including 15 years as Chief Executive Officer and Chairman of Lennox International. Prior to joining Lennox, Bluedorn held leadership roles at United Technologies. Bluedorn currently serves on the Board of Directors of Texas Instruments and serves as Vice Chair of Madison Industries. Previously, Bluedorn served on the Board of Directors of Eaton Corporation.

“Samsara is reshaping the worker experience for frontline teams, making them safer and more efficient. This is unlocking real value and ROI for the world’s largest and most complex physical operations organizations,” said Biswas, Samsara CEO and co-founder. “With extensive experience in the very industries we serve, Todd brings a deep understanding of our customers’ needs and a proven track record of execution and operational rigor, which will only enhance our ability to deliver for our customers. We are thrilled to welcome Todd to our board.”

Bluedorn’s appointment comes as Samsara continues to see rapid growth at scale. Samsara’s ever-expanding customer base includes the world’s leading organizations in construction, transportation and warehousing, field services, manufacturing, retail, logistics, and public sector. This key addition to the board further underscores the company’s commitment to customer-centric growth.

Bluedorn added, “I’m excited to join the Board of Directors at Samsara to help deliver innovative technologies to the physical operations industry. The company’s commitment to delivering value for customers and customer-focused ethos are tenets that resonate deeply with me. There is an expansive, untapped market opportunity made possible through digitally transforming the world of physical operations, and I am eager to leverage my industry experience to further the real-world impact of Samsara’s platform and support the company in its next phase of growth.”

About Samsara

Samsara (NYSE: IOT) is the pioneer of the Connected Operations™ Cloud, which is a platform that enables organizations that depend on physical operations to harness Internet of Things (IoT) data to develop actionable insights and improve their operations. With tens of thousands of customers across North America and Europe, Samsara is a proud technology partner to the people who keep our global economy running, including the world’s leading organizations across construction, transportation and warehousing, field services, manufacturing, retail, logistics, and public sector. The company’s mission is to increase the safety, efficiency, and sustainability of the operations that power the global economy.

Samsara is a registered trademark of Samsara Inc. All other brand names, product names, or trademarks belong to their respective holders.

Forward-Looking Statements

This press release contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to management. These statements relate to, but are not limited to, current expectations of our market opportunity and future operating and financial results, as well as assumptions relating to the foregoing. You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. These statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements, including those described in our filings and reports that we may file from time to time with the Securities and Exchange Commission. Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Press Contact

Adam Simons

media@samsara.com

XML

Cover	Aug. 04, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 04, 2023
Entity Registrant Name	SAMSARA INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41140
Entity Tax Identification Number	47-3100039
Entity Address, Address Line One	1 De Haro Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94107
City Area Code	415
Local Phone Number	985-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	IOT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001642896