UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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
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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 6, 2023, the Compensation Committee (the "Committee") of the Board of Directors of FiscalNote Holdings, Inc. (the “Company”) adopted a written plan formalizing the Company's annual cash incentive program for executive officers for the 2023 fiscal year (the “2023 Short-Term Incentive Plan”).
Under the 2023 Short-Term Incentive Plan, each executive officer’s annual cash incentive payout for fiscal 2023 will be based primarily upon the Company’s achievement relative to the following financial performance measures:
Each executive officer’s payout relative to such officer’s annual bonus target will be determined after the close of the fiscal year ended December 31, 2023 as follows:
The 2023 Short-Term Incentive Plan is administered by the Committee and is subject to its oversight and modification, including adjustment to the financial performance targets in the event of material transactions occurring in the course of the fiscal year.
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.
FISCALNOTE HOLDINGS, INC.
By: /s/ Todd Aman
Name: Todd Aman
Title: General Counsel
Date: June 9, 2023