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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Check the appropriate box below if the Form 8-K 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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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. |
Award of Performance Units
On December 29, 2022, the Board of Directors of ON24, Inc. (the “Company”) approved a form of Performance Unit Agreement (the “PSU Agreement”) for use in awarding performance units (each, a “PSU”) under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). Also on that date, the Compensation Committee (as administrator of the 2021 Plan) granted 341,404 PSUs to Sharat Sharan, the Company’s Chief Executive Officer. Each PSU represents a right to receive one share of the Company’s common stock upon vesting. The PSUs vest following three annual performance periods, each in an amount equal to one-third of the target number of PSUs multiplied by a percentage determined by comparing the Company’s total stockholder return to a benchmark index during the performance period.
The foregoing is a summary only and does not purport to be a complete description of all of the terms and provisions of the PSUs, and is subject to and qualified by reference to the full text of the 2021 Plan and the PSU Agreement, a form of which has been filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibits | |
| 10.1 | Form of PSU Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| Date: December 30, 2022 | ON24, Inc. | |||||
| By: | /s/ Steven Vattuone | |||||
| Steven Vattuone | ||||||
| Chief Financial Officer | ||||||
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