8-K - ONTF - Equibles

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): April 5, 2022

_______________________

ON24, INC.

(Exact name of registrant as specified in its charter)

_______________________

Delaware	001-39965	94-3292599
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)		50 Beale Street,	8th Floor
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	San Francisco,	CA	94105
(Address of principal executive offices)			(Zip Code)

(415) 369-8000

(Registrant’s telephone number, including area code)

_______________________

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)
☐	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	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ONTF	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 ☒

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.

Departure of Director

On April 5, 2022, Holger Staude submitted his resignation to the Board of Directors (the “Board”) of ON24, Inc. (the “Company”), effective immediately. Mr. Staude stated that he does not have any disagreement with the Company, its management, the Board or any committee of the Board on any matter.

Appointment of Director

On April 6, 2022, the Board, acting upon the recommendation of its Nominating and Corporate Governance Committee, appointed Anthony Zingale as director of the Company, effective April 11, 2022, to fill the vacancy created by the departure of Mr. Staude. Mr. Zingale will serve as a Class I director for a term expiring at the Company’s 2022 annual meeting of stockholders or upon his earlier death, resignation or removal.

Mr. Zingale previously served as Executive Chairman of Jive Software, Inc., a pioneer of social collaboration and communication, from January 2015 until June 2017, where he also served as CEO from January 2010 until December 2014. Prior to Jive Software, Inc., he served as the President and Chief Executive Officer of Mercury Interactive Corporation, a business technology optimization company, from 2004 until its merger with Hewlett Packard at the end of 2006. Prior to Mercury Interactive Corporation, Mr. Zingale served as President and Chief Executive Officer of Clarify, Inc., a customer relationship management company, from 1998 until its acquisition in 2001. Mr. Zingale served on the board of directors of Carbon Black, Inc., a public cybersecurity company, from December 2015 to December 2019. Mr. Zingale holds a BS in Electrical and Computer Engineering and a BA in Business Administration from the University of Cincinnati. We believe Mr. Zingale’s extensive executive experience at companies providing technology solutions to businesses will make him a valuable member of our Board.

Mr. Zingale will receive compensation for his service as a member of the Board consistent with that received by the Company’s other non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy, as amended from time to time (the “NED Compensation Policy”). In April 2022, the Board approved amendments to the NED Compensation Policy to increase the annual Board service retainer from $30,000 to $50,000 and to adopt a $20,000 annual retainer for the lead independent director. The NED Compensation Policy is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Board has affirmatively determined that Mr. Zingale is independent in accordance with applicable New York Stock Exchange listing rules and has no material direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Zingale will enter into the Company’s standard form of indemnification agreement with the Company, which will provide indemnification protection for him in connection with his service as a member of the Board.

Item 7.01 Regulation FD Disclosure.

On April 11, 2022, the Company issued a press release announcing the foregoing appointment. The Company’s press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information 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 filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibits
10.1	Non-Employee Director Compensation Policy, as amended from time to time.
99 .1	Press Release, dated April 11, 2022
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.

Date: April 11, 2022	ON24, Inc.
	By:	/s/ Steven Vattuone
		Steven Vattuone
		Chief Financial Officer

Document

Exhibit 10.1

AMENDED AND RESTATED

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

1.	Introduction

Each member of the Board of Directors (the “Board”) of ON24 Inc. (“ON24”) who is a non-employee director of ON24 (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (“Policy”) for his or her Board service.

This Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

2.	Annual Cash Compensation

Commencing at the beginning of the first fiscal quarter following the closing of the initial public offering (the “IPO”) of ON24’s common stock (“Common Stock”), each Non-Employee Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial months of service. All annual cash fees are vested upon payment. A Non-Employee Director is entitled to receive each retainer for which he or she qualifies below (unless otherwise set forth below)

(a)	Annual Board Service Retainer:
a.	All Non-Employee Directors: $50,000
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(b)	Annual Committee Member Service Retainer:
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a.	Member of the Audit Committee: $10,000
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b.	Member of the Compensation Committee: $6,000
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c.	Member of the Nominating and Governance Committee: $3,750
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(c)	Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer):
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a.	Chair of the Audit Committee: $20,000
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b.	Chair of the Compensation Committee: $12,000
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c.	Chair of the Nominating and Governance Committee: $7,500
---	---	(d)	Lead Independent Director Retainer: $20,000
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3.	Equity Compensation
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Equity awards will be granted under ON24’s 2021 Equity Incentive Plan (the “Plan”).

(a) Initial Appointment Equity Grant. On appointment to the Board, and without any further action of the Board or Compensation Committee of the Board, at the close of business on the day of such appointment, a Non-Employee Director will be automatically granted a Restricted Stock Unit Award for Common Stock having a value of $450,000 based on the average Fair Market Value (as defined in the Plan) of the underlying Common Stock for the 20 trading days prior to and ending on the date of grant (the “Initial RSU”). Each Initial RSU will vest over three years, with one-third of the Initial RSU vesting on the first, second, and third anniversary of the date of grant.

(b) Automatic Equity Grants. Without any further action of the Board or Compensation Committee of the Board, at the close of business on the date of each Annual Meeting of ON24’s stockholders (“Annual Meeting”), each person who is then a Non-Employee Director will automatically receive a Restricted Stock Unit Award for Common Stock having a value of $175,000 based on the average Fair Market Value (as defined in the Plan) of the underlying Common Stock for the 20 trading days prior to and ending on the date of grant (the “Annual RSU”). Each Annual RSU will vest on the earlier of (i) the date of the following year’s Annual Meeting (or the date immediately prior to the next Annual Meeting if the Non-Employee Director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election); or (ii) the first anniversary of the date of grant.

(c) Vesting; Change in Control. All vesting is subject to the Non-Employee Director’s continuous Service (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in continuous Service with ON24 until immediately prior to a Change in Control (as defined in the Plan), the shares subject to his or her then-outstanding equity awards will become fully vested immediately prior to the Change in Control.

(d) Remaining Terms. Each Restricted Stock Unit Award will be granted subject to ON24’s standard Restricted Stock Unit Award Agreement, in the form adopted from time to time by the Board or the Compensation Committee of the Board.

4.	Expenses

ON24 will reimburse Non-Employee Directors for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at, and participation in, Board and committee meetings; provided, that the Non-Employee Director timely submit appropriate documentation substantiating such expenses in accordance with ON24’s policies as in effect from time to time.

5.	Limitations

No Non-Employee Director may be issued in any fiscal year cash payments (including the fees under Section 2 above) and equity awards (including equity awards under Section 3 above) with aggregate value greater than $750,000, increased to $1,000,000 in the fiscal year of his or her initial service as a Non-Employee Director. Any equity awards or other compensation granted to an individual for his or her services as an employee, or for his or her services as a consultant other than a Non-Employee Director, will be excluded for purposes of the limitations under this Section 5.

Document

Exhibit 99.1

Tony Zingale Joins ON24 Board of Directors

Company adds 40-year enterprise software veteran and executive leader

SAN FRANCISCO and LONDON – April 11, 2022 – ON24 (NYSE: ONTF) today announced the appointment of Tony Zingale, a veteran enterprise software executive, to the company’s board of directors. Zingale is replacing Holger Staude, who transitioned off the board of directors following nearly six years of service.

Zingale brings more than 40 years of executive leadership and public company board experience to ON24, helping build profitable and high-growth enterprise software companies, including Jive Software, Mercury Interactive, and Clarify.

“Tony is a seasoned enterprise software leader, executive, and director who will be a tremendous asset to ON24 as we execute our strategic priorities around innovation, customer success, and enterprise expansion,” said Sharat Sharan, founder and CEO at ON24. “The board and I would also like to thank Holger Staude for his contributions supporting ON24 through our IPO and helping position us for our next phase of company growth.”

“ON24 is changing how B2B companies engage prospects and customers, generate better insights, and drive greater revenue in a digital-first world,” said Tony Zingale. “It’s an exciting and important time for ON24 and I look forward to playing a role in the company’s mission to transform sales and marketing and capture the significant growth opportunity ahead.”

About Tony Zingale

Zingale previously served as executive chairman of Jive Software, Inc., a pioneer of social collaboration and communication, from January 2015 until June 2017, where he also served as CEO from January 2010 until December 2014. Prior to Jive Software, he served as the president and CEO of Mercury Interactive Corporation, a business technology optimization company, from 2004 until its merger with Hewlett Packard at the end of 2006. Prior to Mercury Interactive, Zingale was president and CEO of Clarify, Inc., a CRM company, from 1998 until its acquisition in 2001. Zingale also served on the board of directors of Carbon Black, Inc., a public cybersecurity company, from December 2015 to December 2019.

About ON24

ON24 is a leading sales and marketing platform for digital engagement, delivering insights to drive revenue growth. ON24 serves more than 2,100 customers worldwide, including 3 of the 5 largest global technology companies, 4 of the 5 largest US banks, 3 of the 5 largest global healthcare companies, and 3 of the 5 largest global industrial manufacturers. Through interactive webinars, virtual events, and personalized content experiences, ON24 provides a system of engagement powered by AI for businesses to scale engagement, conversions, and pipeline to drive revenue growth. The ON24 Platform supports millions of professionals a month who are totaling billions of engagement minutes per year. ON24 is headquartered in San Francisco with global offices in North America, EMEA, and APAC. For more information, visit www.ON24.com.

Forward-Looking Statements

This document contains “forward-looking statements” under applicable securities laws. In some cases, such statements can be identified by words such as: “expect,” “convert,” “believe,” “plan,” “future,” “may,” “should,” “will,” and similar references to future periods. Forward-looking statements include express or implied statements regarding our ability to achieve our business strategies, growth, or other future events or conditions. Such statements are based on our current beliefs, expectations, and assumptions about future events or conditions, which are subject to inherent risks and uncertainties, including our ability to sustain our recent revenue growth rate, attract new customers and expand sales to existing customers; fluctuation in our performance, our history of net losses and expected increases in our expenses; competition in our markets and any decline in demand for our solutions; our ability to expand our sales and marketing capabilities and otherwise

manage our growth; the impact of the COVID-19 pandemic; disruptions or other issues with our technology or third-party services; compliance with data privacy, import and export controls, customs, sanctions and other laws and regulations; intellectual property matters; and matters relating to our common stock, along with the other risks and uncertainties discussed in the filings we make from time to time with the Securities and Exchange Commission. Actual results may differ materially from those indicated in forward-looking statements, and you should not place undue reliance on them. All statements herein are based only on information currently available to us and speak only as of the date hereof. Except as required by law, we undertake no obligation to update any such statement.

Media Contact:

Roger Villareal

press@on24.com

Investor Contact:

Lauren Sloane

investorrelations@on24.com