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Proxy Statement & Annual Report
101 Second Street, Suite 700
San Francisco, California 94105
(415) 301-3250
May 14, 2024
Dear Fellow Stockholders:
We are pleased to invite you to attend the annual meeting of stockholders of HashiCorp, Inc., to be held on
June 25, 2024 at 10:00 a.m. Pacific Time. The annual meeting will be conducted virtually via live audio webcast. You
will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/HCP2024, where
you will be able to listen to the meeting live, submit questions, and vote online.
The attached formal meeting notice and proxy statement contain details of the business to be conducted at the annual
meeting.
Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented
and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet,
telephone, or mail.
In addition, we are pleased to say that, as previously announced, on April 24, 2024, we entered into an agreement
to be acquired by a subsidiary of International Business Machines Corporation. More information on that transaction
will be provided to you in the coming weeks in connection with a special meeting of stockholders to vote on that
transaction.
On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and
interest in HashiCorp.
Sincerely,
David McJannet
Chief Executive Officer and Chairman of the Board
HASHICORP, INC.
101 Second Street, Suite 700
San Francisco, California 94105
(415) 301-3250
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Time and Date
10:00 a.m. Pacific Time on June 25, 2024.
Place
The annual meeting will be conducted virtually via live audio webcast. You will be
able
to
attend
the
annual
meeting
virtually
by
visiting
www.virtualshareholdermeeting.com/HCP2024, where you will be able to listen to
the meeting live, submit questions, and vote online during the meeting.
Items of Business

To elect the two Class III directors to hold office until our 2027 annual meeting
of stockholders and until their respective successors are elected and qualified.

To approve, on an advisory basis, the compensation of our named executive
officers.

To ratify the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for our fiscal year ending January 31, 2025.

To transact other business that may properly come before the annual meeting or
any adjournments or postponements thereof.
Record Date
May 8, 2024.
Only stockholders of record as of May 8, 2024 are entitled to notice of and to vote
at the annual meeting.
Availability of Proxy
Materials
The Notice of Internet Availability of Proxy Materials containing instructions on
how to access our proxy statement, notice of annual meeting, form of proxy, and our
annual report, is first being made available on or about May 14, 2024 to all
stockholders entitled to vote at the annual meeting.
The proxy materials and our annual report can be accessed as of May 14, 2024 by
visiting our Investor Relations website at ir.hashicorp.com.
Voting
Your vote is important. Whether or not you plan to attend the annual meeting, we
urge you to submit your proxy or voting instructions via the Internet, telephone, or
mail as soon as possible.
By order of the Board of Directors,
Paul D. Warenski
Chief Legal Officer
San Francisco, California
May 14, 2024
 • shareholder letter icon 5/14/2024 Letter Continued (Full PDF)
 • stockholder letter icon More "Information Technology Services" Category Stockholder Letters
 • Benford's Law Stocks icon HCP Benford's Law Stock Score = 62


HCP Shareholder/Stockholder Letter Transcript:

Proxy Statement & Annual Report


101 Second Street, Suite 700
San Francisco, California 94105
(415) 301-3250
May 14, 2024
Dear Fellow Stockholders:
We are pleased to invite you to attend the annual meeting of stockholders of HashiCorp, Inc., to be held on
June 25, 2024 at 10:00 a.m. Pacific Time. The annual meeting will be conducted virtually via live audio webcast. You
will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/HCP2024, where
you will be able to listen to the meeting live, submit questions, and vote online.
The attached formal meeting notice and proxy statement contain details of the business to be conducted at the annual
meeting.
Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented
and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet,
telephone, or mail.
In addition, we are pleased to say that, as previously announced, on April 24, 2024, we entered into an agreement
to be acquired by a subsidiary of International Business Machines Corporation. More information on that transaction
will be provided to you in the coming weeks in connection with a special meeting of stockholders to vote on that
transaction.
On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and
interest in HashiCorp.
Sincerely,
David McJannet
Chief Executive Officer and Chairman of the Board


HASHICORP, INC.
101 Second Street, Suite 700
San Francisco, California 94105
(415) 301-3250
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Time and Date
10:00 a.m. Pacific Time on June 25, 2024.
Place
The annual meeting will be conducted virtually via live audio webcast. You will be
able
to
attend
the
annual
meeting
virtually
by
visiting
www.virtualshareholdermeeting.com/HCP2024, where you will be able to listen to
the meeting live, submit questions, and vote online during the meeting.
Items of Business

To elect the two Class III directors to hold office until our 2027 annual meeting
of stockholders and until their respective successors are elected and qualified.

To approve, on an advisory basis, the compensation of our named executive
officers.

To ratify the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for our fiscal year ending January 31, 2025.

To transact other business that may properly come before the annual meeting or
any adjournments or postponements thereof.
Record Date
May 8, 2024.
Only stockholders of record as of May 8, 2024 are entitled to notice of and to vote
at the annual meeting.
Availability of Proxy
Materials
The Notice of Internet Availability of Proxy Materials containing instructions on
how to access our proxy statement, notice of annual meeting, form of proxy, and our
annual report, is first being made available on or about May 14, 2024 to all
stockholders entitled to vote at the annual meeting.
The proxy materials and our annual report can be accessed as of May 14, 2024 by
visiting our Investor Relations website at ir.hashicorp.com.
Voting
Your vote is important. Whether or not you plan to attend the annual meeting, we
urge you to submit your proxy or voting instructions via the Internet, telephone, or
mail as soon as possible.
By order of the Board of Directors,
Paul D. Warenski
Chief Legal Officer
San Francisco, California
May 14, 2024



shareholder letter icon 5/14/2024 Letter Continued (Full PDF)
 

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