Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2023, the Board of Directors (the "Board") of Enfusion, Inc. (the
"Company") unanimously appointed Michael Spellacy to the Board to fill an
existing vacancy on the Board created by the resignation of Tarek Hammoud. In
addition to his appointment to the Board, Mr. Spellacy will serve as the Chair
of the Board. Mr. Spellacy will be a Class II Director and will serve on the
Board until the Company's 2023 Annual Meeting of Stockholders, and until his
successor is duly elected and qualified or until his earlier resignation or
removal. His committee assignments will be determined at a later date.
In connection with its appointment of Mr. Spellacy, the Company amended its
Non-Employee Director Compensation Policy to (1) provide an additional retainer
payable to the Chair in the amount of $150,000 per year through the 2025 fiscal
year, after which it will be $50,000 per year, and (2) provide that the one-time
restricted stock unit award provided to new Board members would, for the
Company's initial Chair, be equal in value to $250,000. The Company did not
enter into any other special arrangements with Mr. Spellacy other than customary
Board compensation arrangements.
In connection with Mr. Spellacy's appointment as Board Chair, Kathleen DeRose
has stepped down as Interim Chair of the Board, effective January 9, 2023.
Item 7.01 - Regulation FD Disclosure.
On January 11, 2023, the Company issued a press release announcing the
appointment of Mr. Spellacy to its Board. A copy of this press release is
furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended
to be furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01 - Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
Exhibit No. Description
99.1 Press Release issued by the Company on January 11, 2023, furnished
herewith.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses