FiscalNote holders back directors, pay and auditor

FiscalNote Holdings, Inc. reported the results of its annual meeting of stockholders held on May 27, 2026.

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. reported the results of its annual meeting of stockholders held on May 27, 2026. Stockholders elected Class I directors Key Compton and Timothy Hwang to three-year terms ending at the 2029 annual meeting, with Compton receiving 21,489,942 votes for and Hwang 21,484,901 votes for.

Investors also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 21,500,772 votes for and 173,462 against. Stockholders supported holding these advisory “say-on-pay” votes every year, with 21,450,842 votes favoring an annual frequency.

Finally, stockholders ratified the appointment of RSM US LLP as independent registered public accounting firm for the 2026 fiscal year, with 28,118,673 votes for and relatively few votes against or abstaining.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Key Compton: 21,489,942 votes Votes for Timothy Hwang: 21,484,901 votes Say-on-pay for votes: 21,500,772 votes +3 more

6 metrics

Votes for Key Compton 21,489,942 votes Election as Class I director at 2026 annual meeting

Votes for Timothy Hwang 21,484,901 votes Election as Class I director at 2026 annual meeting

Say-on-pay for votes 21,500,772 votes Non-binding advisory approval of executive compensation

Annual frequency votes 21,450,842 votes Support for every 1 year say-on-pay frequency

Auditor ratification for votes 28,118,673 votes Ratification of RSM US LLP for 2026 fiscal year

Broker non-votes (Proposals 1–3) 6,722,543 shares Broker non-votes on director, pay, and frequency proposals

Key Terms

non-binding advisory basis, broker non-votes, independent registered public accounting firm, emerging growth company

4 terms

non-binding advisory basis financial

"voted to approve, on a non-binding advisory basis, the compensation paid"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-votes financial

"Broker Non- Votes ... There were no broker non-votes with respect to this proposal"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FiscalNote (NOTE) shareholders decide on board elections at the 2026 annual meeting?

Shareholders elected Class I directors Key Compton and Timothy Hwang to three-year terms ending at the 2029 annual meeting. Compton received 21,489,942 votes for, while Hwang received 21,484,901 votes for, with modest withhold votes and significant broker non-votes.

How did FiscalNote (NOTE) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, compensation for named executive officers. The vote was 21,500,772 shares for, 173,462 against, and 62,834 abstentions, with 6,722,543 broker non-votes. The Compensation Committee will consider this outcome for future pay programs.

What frequency of say-on-pay votes did FiscalNote (NOTE) stockholders choose?

Stockholders favored holding non-binding advisory votes on executive compensation every year. The annual option received 21,450,842 votes, compared with 190,597 for every two years, 26,533 for every three years, and 69,096 abstentions, plus 6,722,543 broker non-votes.

Which auditor did FiscalNote (NOTE) stockholders ratify for the 2026 fiscal year?

Stockholders ratified RSM US LLP as FiscalNote’s independent registered public accounting firm for the 2026 fiscal year. The vote totaled 28,118,673 shares for, 224,144 against, and 116,794 abstentions, with no broker non-votes reported for this proposal.

Were there broker non-votes on FiscalNote (NOTE) proposals at the 2026 annual meeting?

Yes. Proposals on director elections, executive compensation, and say-on-pay frequency each recorded 6,722,543 broker non-votes. The auditor ratification proposal had no broker non-votes, reflecting broad eligibility of shares to be voted on that item.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 04:05 PM Learn about SEC filing dates

Class A common stock NYSE false 0001823466 0001823466 2026-05-27 2026-05-27

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): May 27, 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, District of Columbia		20004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (202) 793-5300

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
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).

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 5.07 Submission of Matters to a Vote of Security Holders.

FiscalNote Holdings, Inc. (the “Company”) held its annual meeting of stockholders on May 27, 2026 (the “2026 annual meeting”). At the 2026 annual meeting, the Company’s stockholders voted on four proposals, each of which was described in the Company’s definitive proxy statement on Schedule 14A for the 2026 annual meeting filed with the Securities & Exchange Commission on April 15, 2026 (the “2026 proxy statement”). The final voting results with respect to each proposal are set forth below.

Proposal 1

The Company’s stockholders elected each of the two Class I director nominees named in the 2026 proxy statement, to serve on the Board of Directors for a three-year term expiring at the Company’s 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified or until their earlier resignation or removal, as set forth below.

Name of Director Nominee		For				Withhold				Broker Non- Votes
Key Compton			21,489,942				247,126				6,722,543
Timothy Hwang			21,484,901				252,167				6,722,543

Proposal 2

The Company’s stockholders voted to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the 2026 proxy statement, as set forth below. The Compensation Committee of the Board of Directors will consider the result of such vote in connection with its evaluation of the Company’s executive compensation programs for future periods.

For		Against				Abstain				Broker Non- Votes
21,500,772			173,462				62,834				6,722,543

Proposal 3

The Company’s stockholders voted to approve holding annual non-binding, advisory votes to approve the compensation paid to the Company’s named executive officers, as set forth below. The Board of Directors will consider the result of such vote in determining the frequency of future non-binding, advisory votes regarding executive compensation.

Every 1 Year		Every 2 Years				Every 3 Years				Abstain				Broker Non- Votes
21,450,842			190,597				26,533				69,096				6,722,543

Proposal 4

The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year, as set forth below.

For		Against		Abstain
28,118,673		224,144		116,794

There were no broker non-votes with respect to this proposal.

SIGNATURE

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.
				(Registrant)
May 29, 2026				By		/s/ Todd Aman
						Todd Aman
						Chief Legal & Administrative Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB