FiscalNote Holdings, Inc. 8-K

What Happened FiscalNote Holdings, Inc. (NOTE) filed an 8-K on May 29, 2026 reporting the voting outcomes from its annual meeting of stockholders held May 27, 2026. Stockholders elected two Class I directors (Key Compton and Timothy Hwang), approved the company’s named executive officer compensation on a non‑binding basis, voted to hold advisory "say-on-pay" votes annually, and ratified RSM US LLP as the independent auditor for fiscal 2026.

Key Details

• Director elections (three-year terms through the 2029 annual meeting):
  • Key Compton: 21,489,942 For; 247,126 Withhold; 6,722,543 broker non-votes.
  • Timothy Hwang: 21,484,901 For; 252,167 Withhold; 6,722,543 broker non-votes.
• Say-on-pay (non-binding advisory vote on executive compensation): 21,500,772 For; 173,462 Against; 62,834 Abstain; 6,722,543 broker non-votes.
• Frequency of future advisory votes: Majority favored Every 1 Year — 21,450,842 (Every 1 Year); 190,597 (Every 2 Years); 26,533 (Every 3 Years); 69,096 Abstain; 6,722,543 broker non-votes.
• Auditor ratification: RSM US LLP ratified for 2026 — 28,118,673 For; 224,144 Against; 116,794 Abstain (no broker non-votes).

Why It Matters These results confirm continuity in FiscalNote’s board and governance approach: incumbent Class I directors were re-elected, shareholders approved executive pay on an advisory basis, and shareholders chose annual advisory votes on compensation (the most frequent option). Ratification of RSM US LLP as auditor completes a routine governance step for fiscal 2026. For investors, the votes indicate shareholder support for current leadership and compensation practices, and the annual say-on-pay schedule ensures regular, non-binding shareholder input on executive pay.