A Dark Vector Cognition product

Item 5. Other Information

2K characters. Original on sec.gov ·

Item 5. Other Information

On July 20, 2023, the independent directors of the Board unanimously selected William J. Post to succeed Molly E. Joseph as the Company’s Lead Independent Director for a one-year renewable term. Mr. Post will continue to serve as a member of the Board’s compensation committee, nominating and governance committee, and technology committee. This disclosure is not required pursuant to Item 5(a) of Form 10-Q.

From time to time, our directors and officers may adopt plans for the purchase or sale of our securities. Such plans may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K). During the three months ended June 30, 2023, none of our officers or directors adopted or terminated non-Rule 10b5-1 trading arrangements. However, certain officers of the Company adopted 10b5-1 trading plans for the sale of our securities. The following table provides certain terms of such plans:

Name and Title of OfficerDate of AdoptionDuration of ArrangementAggregate Number of Securities to be Sold (1)
Markus Gloeckler,Adopted May 15, 2023Expires April 19, 202410,201
Chief Technology Officer
Georges Antoun,Adopted May 15, 2023Expires August 16, 202442,130
Chief Commercial Officer

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(1)Represents the gross number of shares subject to the Rule 10b5-1(c) plan, excluding the potential effect of shares withheld for taxes. Amounts related to PUs are presented at their target amounts. The actual number of PUs that vest following the end of the applicable performance period, if any, will depend on the relative attainment of the performance metrics.

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