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).
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. |
Executive Officer Equity Grants
On October 5, 2022, equity awards (“Equity Awards”) were made to certain of the executive officers of FiscalNote Holdings, Inc. (the “Company”) pursuant to certain of the terms of each officer’s respective employment agreement with the Company, as follows:
| Name |
Title |
Vesting Commencement Date |
Number of Shares |
Vesting Schedule |
Grant Type | |||||||
| Timothy Hwang | Chairman and Chief Executive Officer | April 1, 2022 | 2,155,984 | (1) | Restricted Stock Unit (“RSU”) | |||||||
| April 1, 2022 | 1,437,323 | (2) | Non-Qualified Stock Option (“NSO”) | |||||||||
| Joshua Resnik | President and Chief Operating Officer | Effective grant date | 466,665 | (3) | RSU | |||||||
| Effective grant date | 199,999 | (4) | NSO | |||||||||
| Jon Slabaugh | Chief Financial Officer and Senior Vice President of Corporate Development | Effective grant date | 75,000 | (5) | RSU | |||||||
| Effective grant date | 25,000 | (6) | NSO | |||||||||
| (1) | Pursuant to the terms of Mr. Hwang’s employment agreement, which specifies an April 1, 2022 Vesting Commencement Date for these awards, twenty-five percent (25%) of the RSUs were deemed vested as of the October 5, 2022 date of issuance. One twenty-fourth (1/24th) of the RSUs shall vest on the first day of each calendar month commencing November 1, 2022 and continuing through April 1, 2024. |
| (2) | Twenty-five percent (25%) shall vest on each of the first four anniversaries of the Vesting Commencement Date. |
| (3) | Twenty-five percent (25%) of the RSUs shall vest monthly ratably over the remaining months of calendar year 2022 following the grant date, with the remaining RSUs vesting monthly ratably over the thirty-six (36) months beginning January 1, 2023. |
| (4) | Twenty-five percent (25%) of the shares subject to the option shall vest monthly ratably over the remaining months of calendar year 2022 following the grant date with the remaining shares vesting monthly ratably over the thirty-six (36) months beginning January 1, 2023. |
| (5) | The RSUs shall vest monthly ratably over the remaining months of calendar year 2022 following the grant date. |
| (6) | The shares subject to the option shall vest monthly ratably over the remaining months of calendar year 2022 following the grant date. |
Non-Employee Director Equity Grants
Also on October 5, 2022, RSU awards were made to the Company’s non-employee directors pursuant to the terms of the Company’s previously reported non-employee director compensation program. Each non-employee director was granted 27,866 RSUs, all of which will vest on the date of the Company’s 2023 annual meeting of stockholders.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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/ Timothy Hwang | |
| Name: | Timothy Hwang | |
| Title: | Chief Executive Officer | |
| Date: October 7, 2022 | ||