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  4. [8-K/A] FiscalNote Holdings, Inc. Amends Material Event Report

FiscalNote (OTC: NOTE) sets $425k salary and 1.45M performance shares for new CEO

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. set the compensation terms for President & Chief Executive Officer Key Compton through a CEO employment agreement entered into on July 24, 2026 in connection with his appointment effective June 22, 2026. The package includes an annual base salary of $425,000, a target annual incentive bonus equal to 75% of base salary, and an initial grant of 1,450,000 performance-based restricted shares. These Performance Shares vest only if both stock price performance milestones, based on volume weighted average price over five or 10 years, and service-based conditions are met; service conditions cover 950,000 shares after one year and 500,000 after two years.

Upon a Change in Control, Mr. Compton is eligible for a $1 million Transaction Bonus, reduced by any proceeds from vested Performance Shares, including for qualifying events up to six months after certain terminations. If terminated without Cause or for Good Reason outside a Change in Control Period, he receives 50% of base salary and 50% of target bonus, six months’ additional time-based vesting, and up to six months of COBRA premiums. Within a Change in Control Period, cash severance increases to 100% of base salary and 100% of target bonus, time-based vesting fully accelerates with potential performance vesting over six months, and COBRA premiums are covered for up to 12 months. FiscalNote also agrees to reimburse his legal fees and provide a tax gross-up tied to a Section 83(b) election on the initial Performance Share award.

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Filing Explained

This amendment changes the CEO compensation disclosure from arrangements still being finalized to a definitive agreement entered into July 24, while the full agreement and performance-share award remain deferred for filing with the quarter ended June 30, 2026 Form 10-Q.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO Base Salary $425,000 per year Annual base salary for Key Compton under the CEO Agreement
Target Bonus Percentage 75% of base salary Target annual incentive bonus opportunity for the CEO
Performance Share Award 1,450,000 shares Initial performance-based restricted share grant to the CEO
One-Year Service Vesting Tranche 950,000 shares Performance Shares with service condition satisfied after one year
Two-Year Service Vesting Tranche 500,000 shares Performance Shares with service condition satisfied after two years
Transaction Bonus on Change in Control $1 million Cash payment reduced by proceeds from vested Performance Shares
Severance Outside Change in Control 50% salary and 50% target bonus Cash severance if terminated without Cause or for Good Reason outside CIC Period
Severance Within Change in Control 100% salary and 100% target bonus Cash severance for qualifying termination within Change in Control Period
Performance Shares financial
"an initial grant of 1,450,000 performance-based restricted shares (the “Performance Shares”)"
Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.
Change in Control financial
"If there is a Change in Control of the Company, as defined in the CEO Agreement"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Section 83(b) election regulatory
"filing a Section 83(b) election with respect thereto"
Good Reason financial
"terminated by the Company without Cause or by Mr. Compton for Good Reason"
COBRA premium financial
"the Company will pay 100% of Mr. Compton’s COBRA premium until the earlier"

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FAQ

What are the main compensation terms for FiscalNote (NOTE) CEO Key Compton?
Key Compton receives a $425,000 annual base salary, a target bonus of 75% of salary, and 1,450,000 performance-based restricted shares. Additional protections include change-in-control payments, severance benefits, COBRA coverage, legal fee reimbursement, and a tax gross-up related to a Section 83(b) election.

How do the 1,450,000 Performance Shares for FiscalNote (NOTE) CEO vest?
The 1,450,000 Performance Shares vest only if both performance and service conditions are met. Service conditions cover 950,000 shares after one year and 500,000 after two years, while performance milestones depend on stock price VWAP over five or 10 years.

What change-in-control benefits does FiscalNote (NOTE) provide to CEO Key Compton?
On a Change in Control, Mr. Compton may receive a $1 million Transaction Bonus, reduced by any proceeds from vested Performance Shares. He remains eligible for this bonus for Change in Control events occurring up to six months after certain terminations not involving Cause.

What severance does FiscalNote (NOTE) owe CEO Key Compton outside a Change in Control?
If terminated without Cause or for Good Reason outside a Change in Control Period, Mr. Compton receives 50% of his $425,000 base salary and 50% of his target bonus, six months of extra time-based vesting on equity awards, and up to six months of COBRA premium payments.

How do severance terms change for FiscalNote (NOTE) CEO in a Change in Control Period?
Within a Change in Control Period, cash severance increases to 100% of base salary and 100% of target bonus. Time-based vesting on equity fully accelerates, performance vesting may occur within six months, and COBRA premiums are covered for up to 12 months.

Does FiscalNote (NOTE) cover taxes or fees for CEO Key Compton’s equity grant?
Yes. FiscalNote agrees to reimburse Mr. Compton’s legal fees tied to his CEO appointment and pay a tax gross-up. This gross-up is designed to cover taxes triggered by the initial Performance Share award and his filing of a Section 83(b) election.
DC true 0001823466 0001823466 2026-06-22 2026-06-22
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

Amendment No. 1

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 22, 2026

 

 

FISCALNOTE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39672   88-3772307
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

1201 Pennsylvania Avenue NW, 6th Floor,
Washington, D.C. 20004
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (202) 793-5300

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing 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(s)

  

Name of each exchange

on which registered

N/A   N/A   N/A

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. ☐

 

 
 

Explanatory Note

This Form 8-K/A amends and supplements the Form 8-K filed by FiscalNote Holdings, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on June 26, 2026 (the “Original 8-K”) to provide a description of the compensation arrangements between the Company and Key Compton in connection with Mr. Compton’s appointment as the Company’s President & Chief Executive Officer effective June 22, 2026. At the time of the filing of the Original 8-K, these compensation arrangements had yet to be definitively determined. The other disclosures contained in the Original 8-K are not amended hereby.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2026, Mr. Compton entered into an employment agreement with the Company (the “CEO Agreement”), pursuant to which Mr. Compton will receive an annual base salary of $425,000, a target annual incentive bonus equal to 75% of his base salary (which will be no less than the prorated target bonus amount based on the number of days Mr. Compton is employed in 2026) and an initial grant of 1,450,000 performance-based restricted shares (the “Performance Shares”), with future equity awards to be determined in accordance with Company policies. The initial Performance Share award provides for vesting based on the achievement of performance milestones tied to increases in the volume weighted average price of a share of the Company’s common stock over a period of either five or 10 years as specified in the applicable award agreement and satisfaction of service-based vesting requirements. The service condition applicable to 950,000 of the Performance Shares subject to the initial Performance Share award will be satisfied after one year of service, and the service condition applicable to the remaining 500,000 Performance Shares will be satisfied after two years of service. The applicable performance and service conditions must both be satisfied before any portion of the initial Performance Share award vests. If there is a Change in Control of the Company, as defined in the CEO Agreement, Mr. Compton will be entitled to a payment equal to $1 million, less the value of any proceeds that he receives due to the vesting of the Performance Shares (the “Transaction Bonus”) in connection with the Change in Control. Mr. Compton will be eligible to receive the Transaction Bonus for any Change in Control that occurs up to six months following his termination of employment for any reason other than for Cause (as defined in the CEO Agreement). Pursuant to the CEO Agreement, the Company has also agreed to reimburse legal fees incurred by Mr. Compton in connection with his appointment as President & Chief Executive Officer and pay Mr. Compton an amount sufficient, after taxes imposed on such payment, to satisfy Mr. Compton’s tax liability as a result of receiving the initial Performance Share award and filing a Section 83(b) election with respect thereto.

In the event that Mr. Compton’s employment is terminated by the Company without Cause or by Mr. Compton for Good Reason (each as defined in the CEO Agreement), in each case outside the Change in Control Period (as defined in the CEO Agreement), subject to Mr. Compton’s execution and non-revocation of a general release of claims in favor of the Company: (a) Mr. Compton will receive an amount equal to 50% of Mr. Compton’s base salary and 50% of his target bonus for the year in which the termination occurs, (b) the vesting of time-based conditions of Mr. Compton’s equity awards will accelerate so that his awards will be vested to the same extent as if he had provided an additional six (6) months of service from the date of termination, (c) subject to Mr. Compton’s valid election to continue participation in the Company’s healthcare plan, the Company will pay 100% of Mr. Compton’s COBRA premium until the earlier of the six (6)-month anniversary of his date of termination or Mr. Compton’s death. In the event of Mr. Compton’s termination by the Company without Cause or by Mr. Compton for Good Reason (each as defined in the CEO Agreement) within the Change in Control Period (as defined in the CEO Agreement), Mr. Compton will be entitled to (a) an amount equal to the sum of 100% of Mr. Compton’s base salary and 100% of his target bonus for the year in which the termination occurs, (b) the vesting of time-based conditions of Mr. Compton’s equity awards will fully accelerate and the performance-based conditions will become vested if and to the extent the performance vesting requirements are attained within the six (6) month period following the date of termination, and (c) subject to Mr. Compton’s valid election to continue participation in the Company’s healthcare plan, 100% coverage of Mr. Compton’s COBRA premium until the earlier of the twelve (12)-month anniversary of his date of termination or Mr. Compton’s death.

The foregoing descriptions of the CEO Agreement and the initial Performance Share award do not purport to be complete and are qualified in their entirety by reference to the CEO Agreement and initial Performance Share award, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

 

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/ Jon Slabaugh

Name:   Jon Slabaugh
Title:   Chief Financial Officer

Date: July 27, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

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