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