FiscalNote (NYSE: NOTE) shareholders approve board, pay and auditor
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.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
non-binding advisory basis financial
broker non-votes financial
independent registered public accounting firm financial
emerging growth company regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 | ||||||