SEC Form DEF 14A filed by FiscalNote Holdings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

FiscalNote Holdings, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

To the Stockholders of FiscalNote Holdings, Inc.:

The Annual Meeting of Stockholders of FiscalNote Holdings, Inc. will be held on May 27, 2026, at 10:00 a.m., Eastern Time. We have adopted a virtual format for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to provide a consistent and convenient experience to all stockholders, regardless of location. You may attend the Annual Meeting, submit questions and vote your shares electronically during the Annual Meeting via live webcast by visiting www.proxydocs.com/NOTE.

The Annual Meeting is being held for the following purposes:

Only stockholders of record at the close of business on April 1, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting. This proxy statement and the proxy card are being made available to you online or mailed to you beginning on or about April 15, 2026.

By Order of the Board of Directors,

Todd Aman

Chief Legal and Administrative Officer

April 15, 2026

Proxy Statement of FiscalNote Holdings, Inc.

General Information

This proxy statement (the “Proxy Statement”) and the accompanying proxy card are being furnished to you in connection with the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of FiscalNote Holdings, Inc. (“FiscalNote,” “we,” “us,” “our,” or the “Company”) for the purposes set forth in this Proxy Statement. The Annual Meeting will be held virtually on May 27, 2026, at 10:00 a.m., Eastern Time.

This Proxy Statement will be provided on or about April 15, 2026 to holders of record at the close of business on April 1, 2026 (the “Record Date”) of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and our Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”).

Your proxy is being solicited by our Board of Directors. Your proxy may be revoked by written notice given to our Secretary at our headquarters at any time before being voted. You may also revoke your proxy by submitting a proxy with a later date or by voting during your virtual attendance at the Annual Meeting. To vote online or by telephone, please refer to the instructions included on the Notice of Internet Availability of Proxy Materials (the “Notice”) or, if you received paper copies of the proxy materials, the proxy card. To vote by mail, please request a paper copy of the proxy materials by following the instructions on the Notice and then complete the proxy card enclosed with the paper copy of the proxy materials and return it to us as instructed in the proxy card. Votes submitted online or by telephone or mail must be received by 11:59 p.m., Eastern Time, on May 26, 2026. Submitting your vote online or by telephone or mail will not affect your right to vote virtually during the Annual Meeting if you choose to do so. Proxies that are properly delivered to us and not revoked before the closing of the polls during the Annual Meeting will be voted for the proposals described in this Proxy Statement in accordance with the instructions you provide. The Board is currently not aware of any matters proposed to be presented at the Annual Meeting other than the election of the two Class I directors named in this Proxy Statement, the approval, on an advisory basis, of the compensation of our named executive officers, the non-binding advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers and the ratification of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. If any other matter is properly presented at the Annual Meeting, the persons named as proxies in the proxy card will have discretionary authority to vote on that matter. Your virtual presence at the Annual Meeting does not of itself revoke your proxy.

References herein to “Legacy FiscalNote” refer to FiscalNote Intermediate Holdco, Inc. (formerly FiscalNote Holdings, Inc.) prior to the Company’s business combination (the “Business Combination”) on July 29, 2022 (the “Closing Date”).

On August 28, 2025, the Company amended its Certificate of Incorporation to effect a 1-for-12 reverse stock split (the “Reverse Stock Split”) of its Common Stock. References to shares outstanding or underlying equity awards outstanding give effect to the Reverse Stock Split, unless expressly noted otherwise.

Notice and Access

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, stockholders will not receive paper copies of our proxy materials unless specifically requested. We will instead send stockholders the Notice, with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), and voting via the Internet or by phone. The Notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. This makes the proxy distribution process more efficient and less costly, and helps conserve natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via email unless you change your election.

Attendance at the Meeting

This year’s Annual Meeting will be held entirely online for the convenience of our stockholders, regardless of location. Stockholders of record as of the Record Date will be able to attend and participate in the Annual Meeting online by accessing www.proxydocs.com/NOTE. To join the Annual Meeting, you will need to have your control number, which is included on your Notice and, if you received a paper copy of the proxy materials, your proxy card. Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting. If you hold your shares through a bank or broker and would like to join the meeting and vote or ask a question, you will need to obtain a legal proxy from the institution that holds your shares in order to obtain a control number, which you can use to participate in the meeting. Any stockholder may attend, listen, vote and ask a question during the virtual meeting with a valid control number.

Access to the Audio Webcast of the Annual Meeting

The live audio webcast of the Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time.

Log-in Instructions

To attend the online Annual Meeting, log in at www.proxydocs.com/NOTE. Stockholders will need their control number, which appears on the Notice and, if you received a paper copy of the proxy materials, your proxy card. If you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the Annual Meeting.

Submitting Questions at the Virtual Annual Meeting

As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the meeting via the Q&A tool in accordance with the Annual Meeting’s Rules of Conduct (“Rules of Conduct”) that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

The Rules of Conduct will be posted on www.proxydocs.com/NOTE approximately one week prior to the date of the Annual Meeting.

Availability of Live Webcast to Team Members and Other Constituents

The live audio webcast will be available to not only our stockholders but also our team members and other constituents.

Annual Meeting Technical Assistance

Beginning 15 minutes prior to the start of and during the virtual Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing or hearing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.

Securities Entitled to Vote

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the “stockholder of record” with respect to those shares. The Notice will be sent to you directly by us. As a stockholder of record, you may vote virtually in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote on the Internet or by phone as instructed in the Notice or by proxy by mail by requesting a paper copy of the proxy materials as instructed in the Notice to ensure your vote is counted.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. Your brokerage firm, bank, or other agent will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares.

Only stockholders of record at the close of business on the Record Date are entitled to notice of the Annual Meeting. Such stockholders may vote shares held by them at the close of business on the Record Date at the Annual Meeting. As of the close of business on the Record Date, there were 19,644,941 shares of Class A Common Stock and 690,909 shares of Class B Common Stock issued and outstanding. The Class A Common Stock and Class B Common Stock are the only outstanding classes of capital stock of the Company with voting rights. The Common Stock votes as a single class, with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to 25 votes on each matter to be considered at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be open to examination by any stockholder, for any purpose germane to the meeting, during normal business hours at the Company’s offices at 1201 Pennsylvania Avenue NW, Washington, DC 20004 for a period of ten days before the meeting, as well as during the virtual meeting.

As a beneficial owner of shares, you are also invited to attend the Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a control number from your broker, bank, or other agent.

Matters Scheduled for a Vote

There are four matters scheduled for a vote:

Aside from these matters, our Board of Directors knows of no other matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, shares represented by all proxies received by our Board of Directors will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

Board of Directors Voting Recommendation

Our Board of Directors recommends that you vote your shares:

How to Vote

For Proposal 1, you may vote “For” or you may “Withhold” your vote with respect to each nominee to the Board of Directors. For Proposals 2 and 4, you may vote “For,” “Against,” or abstain from voting. For Proposal 3, you may vote “1 Year,” “2 Years,” “3 Years,” or abstain from voting. The procedures for voting are outlined below.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record as of the Record Date, you may vote during the Annual Meeting by attending the Annual Meeting online and following the instructions posted at www.proxydocs.com/NOTE, by proxy over the Internet, or by phone by following the instructions provided in the Notice, or, if you request printed copies of the proxy materials by mail, you may vote by mail. If your proxy is properly executed in time to be voted at the Annual Meeting, the shares represented by the proxy will be voted in accordance with the instructions you provide. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting virtually and vote during the Annual Meeting if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice and voting instructions from that organization rather than from us. Simply follow the instructions to ensure that your vote is counted. To vote in person at the Annual Meeting you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with the notice or other voting instruction form, or contact your broker, bank, or other agent.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Broker Non-Votes

If a beneficial owner of shares held in the name of a broker, bank, or other agent does not provide voting instructions on matters deemed to be “non-routine” under applicable rules, the broker, bank or other such agent cannot vote the beneficial owner’s shares on such “non-routine” matters. These un-voted shares are treated as “broker non-votes” in respect of these “non-routine” matters. Proposals 1, 2 and 3 are considered to be “non-routine” under applicable rules, and we therefore expect broker non-votes on these proposals. Because Proposal 4 is considered “routine” under applicable rules, we do not expect broker non-votes on this proposal.

Vote Required

In accordance with our Bylaws (the “Bylaws”), the presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total voting power of the capital stock of the Company issued and outstanding and entitled to vote shall constitute a quorum for the transaction of business at the Annual Meeting.

Directors are elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. No cumulative voting is permitted. The two nominees receiving the highest number of votes cast “for” will be elected. Withholding authority to vote your shares with respect to one or more nominees will have no effect on the election of those nominees. Broker non-votes will also have no effect on the election of nominees.

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve the adoption of the non-binding advisory resolution on named executive officer compensation. Abstentions, if any, and broker non-votes will not be counted as votes cast on this proposal. The total number of votes cast “for” will be counted for purposes of determining whether sufficient affirmative votes have been cast to approve the adoption of the non-binding advisory resolution on named executive officer compensation.

The alternative among "1 Year," "2 Years," or "3 Years" receiving the greatest number of votes will be considered by the Company as the stockholders' recommendation on the frequency of future advisory votes to approve the compensation of our named executive officers. Abstentions, if any, and broker non-votes will not be counted as votes cast on this proposal.

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve the ratification of the appointment of RSM US LLP as our independent registered public accounting firm. Abstentions, if any, will not be counted as votes cast on this proposal. Because this proposal is considered “routine” under applicable rules, we do not expect broker non-votes on this proposal. The total number of votes cast “for” will be counted for purposes of determining whether sufficient affirmative votes have been cast to approve the ratification of the appointment of RSM US LLP as our independent registered public accounting firm.

How to Change Your Vote After Submitting Proxy

You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy in any one of three ways:

If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank, or other agent, or if you have received a control number from your broker, bank, or other agent giving you the right to vote your shares at the Annual Meeting, by attending the meeting virtually and voting during the meeting.

How to Submit Stockholder Proposals for Next Year’s Annual Meeting

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), some stockholder proposals may be eligible for inclusion in our 2027 proxy statement. Any such proposal must be submitted in writing and must be delivered to, or mailed and received by, our Secretary, Todd Aman, c/o FiscalNote Holdings, Inc., 1201 Pennsylvania Avenue, N.W., 6th Floor, Washington, D.C. 20004, no later than December 16, 2026. If we change the date of our 2027 Annual Meeting by more than 30 days from the date of the one-year anniversary of the 2026 Annual Meeting, then the deadline for such stockholder proposals shall be a reasonable time before we begin to print and send our proxy materials. Stockholders interested in submitting such a proposal are advised to contact knowledgeable counsel with regard to the detailed requirements of the applicable securities laws and our Bylaws. The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement.

Our Bylaws also establish an advance notice procedure for stockholders who wish to nominate a director or to present a proposal for any other proper business before an annual meeting of stockholders but do not intend for such proposal to be included in our proxy statement. Our Bylaws provide that if you wish to nominate a director or a proposal for any other proper business that is not to be included in next year’s proxy statement, a timely written notice of a stockholder proposal must be delivered to, or mailed and received by our Secretary, Todd Aman, c/o FiscalNote Holdings, Inc., 1201 Pennsylvania Avenue, N.W., 6th Floor, Washington, D.C. 20004, no earlier than January 27, 2027 and no later than the close of business on February 26, 2027, which notice must contain the information specified in our Bylaws. If we change the date of our 2027 Annual Meeting by more than 30 days before or more than 70 days after the one-year anniversary of the 2026 Annual Meeting, then the written notice of a stockholder director nomination, or other proposal that is not to be included in next years’ proxy statement, must be received, no earlier than the 120th day prior to our 2027 Annual Meeting and no later than the close of business on the later of (a) the 90th day prior to the 2027 Annual Meeting and (b) the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting is first made by the Company. The adjournment or postponement of the 2027 Annual Meeting (or the public disclosure thereof) does not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Proxy Statement. You are advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominees.

In addition, in order to comply with universal proxy rules, a person who intends to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company no later than March 28, 2027 that sets forth the information required by Rule 14a-19 under the Exchange Act, including a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote in the election of directors in support of director nominees other than the Company’s nominees. If we change the date of our 2027 Annual Meeting by more than 30 days from the date of the one-year anniversary of the 2026 Annual Meeting, then the deadline for providing notice pursuant to 14a-19 is the later of (i) the 60th day prior to the 2027 Annual Meeting or (ii) the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting is first made by the Company.

How to Obtain the Results of Voting at the Annual Meeting

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting. If final voting results are not available to us within four business days following the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will amend such Current Report on Form 8-K to publish the final voting results within four business days of such final voting results being made available to us.

Our Mailing Address

Our mailing address is 1201 Pennsylvania Avenue, N.W., 6th Floor, Washington, D.C. 20004.

Proposal No. 1 — Election of Directors

Directors

Our Board is divided into three classes, each serving staggered, three-year terms.

Our stockholders will elect two Class I directors at the Annual Meeting. Each of the Class I directors is expected to hold office until the 2029 annual meeting of our stockholders, or until his or her respective successor shall be duly elected and qualified. Directors are elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Accordingly, the two nominees who receive the most votes will be elected to the two open directorships, even if they get less than a majority of the votes cast.

Each nominee is recommended by the Board, at the recommendation of the Corporate Governance Committee (the “Governance Committee”), and all nominees are current directors of the Company. Each nominee has consented to his or her nomination and has advised us that he or she intends to serve if elected. If, at the time of the Annual Meeting, one or more of the nominees becomes unable to serve: (i) shares represented by proxies will be voted for the remaining nominee, if any, and for any substitute nominee or nominees; or (ii) the Board of Directors may, in accordance with our Certificate of Incorporation, reduce the size of the Board of Directors or may leave a vacancy until a nominee is identified.

The following is a brief biography and certain other information for each of our directors with terms expiring at the Annual Meeting who are also nominees for election as a director at the Annual Meeting and for each of the continuing directors.

† = Director Nominee

Class I Directors (Nominees at the Annual Meeting)

Timothy Hwang serves as a Class I Director and Executive Chair. Mr. Hwang is one of our Co-Founders and has served as Chair of the Board since the founding of Legacy FiscalNote in 2013. In addition, Mr. Hwang served as the Chief Executive Officer of the Company since the founding of Legacy FiscalNote in 2013 through December 31, 2024. Mr. Hwang is currently a World Economic Forum Technology Pioneer, a trustee on the Board of the Greater Washington Community Foundation (the largest funder of non-profit and philanthropic initiatives in the DC region), a Board member of The After School Alliance, and a member of the Council of Korean Americans (CKA). Mr. Hwang has an A.B. from Princeton University. We believe Mr. Hwang is well qualified to serve due to his integral role as Co-Founder in establishing and guiding the Company’s vision and strategic direction, as well as his extensive knowledge of the Company’s industry and competitive markets.

Key Compton serves as a Class I Director. He has served as a Legacy FiscalNote director since February 2021. Mr. Compton is Co-Founder and Managing Director at Urgent International Inc., the owner and operator of the Global Public Offering Fund (also known as the GPO Fund), which he co-founded in 2017 to invest in visionary founders who are disrupting industries, expanding globally and seeking to access the international capital markets. Previously, from 2014 to 2016, he served as Senior Vice President for LivePerson, Inc., and from 2011 to 2013, he was the President of Data and Distribution for AddThis, Inc. (acquired by Oracle Corporation) where he led data strategy, sales and product development. Prior to AddThis, he co-founded and led multiple companies, including XGraph, Inc. (a data science firm) from 2008 to 2011, Solbright, Inc. (an advertising business systems firm)

from 1997 to 2003, Mimeo.com, Inc. (a document technology, print distribution and services firm), and SoundSpectrum, Inc. (creator of the iTunes music visualizer). Mr. Compton also served on the board of Spire Global Inc. (including being a member of the Audit Committee) from July 2019 through August 2021 when it listed on the New York Stock Exchange. Mr. Compton earned his undergraduate degree from the University of Vermont and graduate degrees from the Columbia Business School and London Business School. We believe Mr. Compton is well qualified to serve due to his extensive knowledge of corporate finance, capital allocation and investment matters, as well as experience in operations, sales and product development for technology businesses.

Class II Directors

Keith Nilsson serves as a Class II Director. He has served as a Legacy FiscalNote director since 2014. Mr. Nilsson is currently Co-Founder and Managing Partner of Xplorer Capital, an early-stage venture capital firm focused on disruptive technologies and business models, which he co-founded in 2010. Mr. Nilsson was previously a partner at TPG Growth from 2011 to 2015 and led technology investing in growth-oriented technology companies on a global basis. Prior to TPG, Mr. Nilsson held various senior executive roles at Yahoo! from Senior Vice President of Global Initiatives, Senior Vice President of Emerging Markets to Vice President of Corporate Development. Mr. Nilsson was responsible for all of the company’s investments, mergers and acquisitions, and strategic partnership activities on a global basis. During his tenure in Corporate Development, he directly led or oversaw over 40 acquisitions, investments or joint ventures worth more than $25 billion in transaction value, including Alibaba, Overture, Flickr and many others. Prior to joining Yahoo!, Mr. Nilsson worked in technology at Intel Corporation, and investment banking and equity research with Alex Brown and Bankers Trust in New York and Hong Kong. Mr. Nilsson is a member of the Council on Foreign Relations, Diabetes Youth Foundation (DYF) and also sits on various boards of start-up technology companies around the world. Mr. Nilsson holds a Bachelor of Arts from the University of California, an MBA from Columbia Business School, and a Master of International Affairs from Columbia University’s School of International Affairs. We believe Mr. Nilsson is well qualified to serve due to his extensive knowledge of corporate finance, capital allocation and investment, and strategic transactions in technology-driven sectors.

Gerald Yao serves as a Class II Director. He is one of our Co-Founders and has served as a director since Legacy FiscalNote’s founding in 2013. Mr. Yao co-founded FiscalNote after spending a decade leading operations in the non-profit, public schools, and start-up sectors. He served as our Chief Strategy Officer from 2014 to April 2025, during which time he helped to incubate many functions within the organization, oversee corporate strategy and new market growth expansion in APAC and with respect to ESG matters. Previously, he was director of finance for the National Youth Association from 2010 to 2013. He studied finance and sociology at Emory University. We believe Mr. Yao is well qualified to serve due to his prior role as Chief Strategy Officer and Co-Founder in guiding the Company’s strategy and corporate values, as well as his extensive knowledge of the Company's business and operations.

Class III Directors

Manoj Jain serves as a Class III Director. He also serves as co-chief investment officer, chief executive officer and chairman of the board of directors of DSAC, and is the co-chief investment officer and co-founder of Maso Capital. Prior to founding Maso Capital, Mr. Jain spent nine years at Och-Ziff Capital Management Limited, a leading multistrategy investment firm, where he was a Managing Director in the Hong Kong office. At Och-Ziff, Mr. Jain was focused on Asia merger arbitrage, event driven and capital markets. Prior to moving to Hong Kong, Mr. Jain was a generalist analyst focused on event driven and arbitrage at Och-Ziff in New York. Prior to Och-Ziff, Mr. Jain was an analyst in Mergers & Acquisitions at Credit Suisse First Boston in New York. Mr. Jain holds a M.A. in Management Studies from Cambridge University, U.K. We believe Mr. Jain is well qualified to serve due to his extensive knowledge of corporate finance, capital markets, investor relations, business strategy and strategic transactions.

Brandon Sweeney serves as a Class III Director. He has served as a Legacy FiscalNote director since April 2017. Mr. Sweeney is currently President, WW Field Operations at Cyera, an AI-native data security platform. Before then, he served as the President & Chief Operating Officer of dbt Labs from November 2023 to February 2026. From February 2020 to November 2023, Mr. Sweeney was Chief Revenue Officer of HashiCorp, a company focused on cloud infrastructure. From January 2004 to January 2020, Mr. Sweeney was at VMware, where he ran several multi-billion dollar businesses and served most recently as Senior Vice President, WW Cloud Sales. Prior to VMware, Mr. Sweeney served in various sales and investment banking roles, including as a VP at Click Commerce from 2001 to 2004, and in investment banking at Morgan Stanley from 1998 to 2000. Mr. Sweeney has a B.A. from Bowdoin College and an MBA from Northwestern University’s Kellogg School of Management. We believe Mr. Sweeney is well qualified to serve due to his significant expertise in business development and sales strategy and management, industry knowledge and experience operating technology-driven businesses at scale.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF TIMOTHY HWANG AND KEY COMPTON AS CLASS I DIRECTORS OF THE COMPANY FOR THE ENSUING TERM.

Corporate Governance Matters

NYSE Delisting

On March 25, 2026, we received notification from the NYSE staff that it had determined to begin proceedings to delist our Class A Common Stock and public warrants. The NYSE reached this decision because, as of March 25, 2026, the 30-trading day average closing price of our Class A Common Stock had fallen below $1.00 per share and therefore the Company no longer complied with Section 802.01C of the NYSE’s Listed Company Manual. On April 3, 2026, we notified the NYSE that we did not intend to appeal the delisting determination, and the NYSE filed a Form 25 (Notification of Removal From Listing and/or Registration under Exchange Act Section 12(b)) with the SEC to effect the delisting. The delisting became effective on April 13, 2026. Our Class A Common Stock and public warrants are currently quoted on the OTCID Basic Market, operated by the OTC Markets Group, Inc. We intend to pursue quotation on a higher tier OTC market and to evaluate all available options to list other exchanges if advantageous to shareholders.

Although we currently comply with the NYSE's corporate governance listing requirements as set forth below, including maintaining an independent Board with corporate governance rules and oversight committees, we are not required to so comply as of the date of this Proxy Statement. We plan to evaluate the appropriateness of our corporate governance arrangements in light of FiscalNote's facts and circumstances over time, and intend to comply with applicable requirements of any market or exchange on which we trade in the future.

Classified Board of Directors

Our Certificate of Incorporation provides that the Board is divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2026, 2027 and 2028, respectively. Upon expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. As a result of this classification of directors, it generally takes at least two annual meetings of stockholders for stockholders to effect a change in a majority of the members of the Board. This may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Meetings

Our Board held 17 meetings in 2025. Each of our directors attended at least 75% of the meetings of our Board, and each committee on which he or she served, held in 2025, except that Brandon Sweeney attended 71% of the meetings of our Board and 50% of the meetings of our Audit Committee.

Director Independence

Our Board, at the recommendation of the Governance Committee, has affirmatively determined that each of Manoj Jain, Key Compton, Keith Nilsson and Brandon Sweeney qualify as independent directors, as defined under the rules of the NYSE, and the Board consists of a majority of “independent directors,” as defined under the rules of the SEC and the NYSE relating to director independence requirements. In addition, we are subject to the rules of the SEC relating to the membership, qualifications, and operations of the Audit Committee and the membership of the Compensation Committee, as discussed below.

Family Relationships

There are no family relationships among any of our directors, director nominees and executive officers.

Committees of the Board of Directors

Our Board has three standing committees: an Audit Committee, a Compensation Committee, and a Governance Committee. The function and authority of these committees are described below.

Audit Committee

Our Audit Committee currently consists of Key Compton, Brandon Sweeney and Manoj Jain. The Board has determined that each member of the Audit Committee qualifies as an independent director under the NYSE corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act, and that each member has the requisite financial literacy required by the rules of the NYSE. In arriving at this determination, the Board examined each Audit Committee member’s scope of experience and the nature of their prior and/or current employment.

Key Compton serves as the Chair of the Audit Committee. The Board has determined that Mr. Jain qualifies as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act (“Regulation S-K”), and has accounting or related financial management expertise in accordance with the rules of the NYSE. In making this determination, the Board considered formal education and previous experience in financial roles. Our independent registered public accounting firm and management periodically meet privately with our Audit Committee. Our Audit Committee held eight meetings in 2025.

The functions of this committee include, among other things:

Our Board has adopted a written charter for the Audit Committee, which is available on our website at www.fiscalnote.com.

Compensation Committee

Our Compensation Committee currently consists of Brandon Sweeney and Keith Nilsson. Brandon Sweeney serves as the Chair of the Compensation Committee.

The Board, at the recommendation of the Governance Committee, determined that each member of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the independence requirements of Rule 10C-1 of the Exchange Act and the rules of the NYSE. Our Compensation Committee held six meetings in 2025.

The functions of this committee include, among other things:

Our Board has adopted a written charter for the Compensation Committee, which is available on our website at www.fiscalnote.com. The charter provides that the Compensation Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion. Under the Company’s long-term incentive plan, the Compensation Committee can also delegate to one or more executive officers the authority to approve awards to employees that are not executive officers within the parameters of a pool of shares approved by the Board of Directors or the Compensation Committee. The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, outside legal counsel or other advisers as is necessary to assist with the execution of its duties and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will take into consideration the factors outlined under applicable listing standards.

The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent executive compensation consultant for 2025. In the course of the Compensation Committee’s work throughout the year, FW Cook advised on, among other matters, establishing FiscalNote’s 2025 comparable peer company group, appropriately benchmarking our executive and director compensation programs and pay levels relative to peer group data, the design of our short-term and long-term incentive plans, and our severance and change in control severance arrangements. In assessing the independence of FW Cook, the Compensation Committee considered the factors required by the SEC and determined FW Cook was independent.

Governance Committee

Our Governance Committee consists of Keith Nilsson and Manoj Jain. Each member of our Governance Committee satisfies the independence requirements of the rules of the NYSE. Mr. Nilsson serves as the Chair of our Governance Committee. Our Governance Committee held six meetings in 2025.

The functions of this committee include, among other things:

Our Board has adopted a written charter for the Governance Committee, which is available on our website at www.fiscalnote.com.

Board Leadership Structure

Our Principles of Corporate Governance provide that our Board will select, upon recommendation from the Governance Committee, one of its members to serve as Chair of the Board. Any director is eligible to serve as chair. Timothy Hwang, our Co-Founder, currently serves as Executive Chair of our Board. We believe Mr. Hwang's significant voting power as a Class B shareholder and his experience as our Co-Founder make him an appropriate selection to serve as Executive Chair.

Board’s Role in Risk Oversight

Our Board has extensive involvement in the oversight of risk management related to us and our business as a whole, including our strategy, business performance, capital structure, management selection, compensation programs, stockholder engagement, corporate reputation, sustainability matters, and ethical business practices. The Board does not have a standing risk management committee, but rather discharges various aspects of its oversight responsibilities through its standing committees, which in turn report to the Board regularly regarding their activities. The Audit Committee represents our Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements and the surveillance of administrative and financial controls, as well as enterprise risk management, cyber risk and review of related party transactions. The Compensation Committee reviews the Company’s human capital management practices and related risks. It also reviews our incentive compensation arrangements to determine whether they encourage excessive risk-taking and discusses with management the relationship between risk management policies and practices and compensation. The Governance Committee

provides oversight over compliance with legal and regulatory requirements, ethics and whistleblower matters. In addition, our Board receives periodic detailed operating performance reviews from management.

Other Information about the Board of Directors

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was, during fiscal year 2025 or at any other time, one of our officers or employees. No member of the Compensation Committee had any contractual or other relationships with us requiring disclosure under the caption "Certain Relationships and Related Party Transactions" included below in this Proxy Statement during 2025. None of our executive officers has served as a director or member of a Compensation Committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a member of our Board or member of our Compensation Committee.

Code of Ethical Business Conduct

The Board adopted a Code of Ethical Business Conduct (the “Code of Conduct”) applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Conduct is available on our website at www.fiscalnote.com. The Governance Committee of the Board is responsible for monitoring compliance with the Code of Conduct and providing oversight with respect to investigations of alleged breaches or violations of the Code of Conduct and enforcement thereof. Any waivers of the Code of Conduct for directors or executive officers must be approved by the Board or a duly authorized committee thereof. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

Corporate Governance Guidelines

The Board adopted Principles of Corporate Governance that serve as a framework within which the Board and its committees operate. These guidelines are intended to structure the Board’s corporate governance in a manner that we believe closely aligns its interests with those of its stockholders. Notable features include:

A copy of our Principles of Corporate Governance is posted on our website at www.fiscalnote.com.

Annual Meeting Attendance

Each of our directors is encouraged to attend our annual meetings of stockholders. Three of our directors attended the Company’s 2025 annual meeting of the stockholders. We expect that our directors will attend the Annual Meeting.

Director Nominations

Our Governance Committee recommends to the Board candidates for nomination for election at the annual meeting of the stockholders. The Board also considers director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). The Board considers stockholder recommendations for director candidates using the same criteria as candidates identified through the Company’s internal process. Stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our Bylaws, as summarized above in the section titled “How to Submit Stockholder Proposals for Next Year’s Annual Meeting.”

Our Principles of Corporate Governance set forth, among other things, certain criteria for the Governance Committee to consider in evaluating potential director nominees who have the education, business experience, and current insight necessary to understand the Company’s business and be able to evaluate and oversee the direction and performance of the Company. The Principles of Corporate Governance provide that directors shall be persons of integrity, with significant accomplishments and recognized business experience, who will bring a diversity of backgrounds, experiences, expertise, skill sets and perspectives to the Board. While the Company does not have a formal diversity policy, the Board and the Governance Committee believe that considerations of diversity are, and will continue to be, an important component relating to the Board’s composition, as multiple and varied points of view contribute to a more effective decision-making process.

Executive Compensation

We are considered a smaller reporting company for purposes of the SEC’s executive compensation disclosure rules. In accordance with those rules, this section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. As a smaller reporting company, our reporting obligations extend to the individuals serving as our chief executive officer and our two other most highly compensated executive officers for 2025, whom we refer to as our “named executive officers.”

For the year ended December 31, 2025, our named executive officers were:

Executive Summary

In 2025, the Compensation Committee continued to advance the Company’s development and administration of public company executive compensation arrangements, taking into account the Company’s strategic objectives, data on comparable peer company practices and pay levels, and the importance of retaining and incentivizing top executives through the next phase of the Company’s growth and operational development.

Among other matters, the Compensation Committee:

Throughout its decision-making process, the Compensation Committee references peer company group and survey data, but ultimately makes its determinations based on a panoply of relevant factors, including survey data, the Company’s strategic objectives, and the criticality and individual performance of each officer, among other matters. Please refer to “Use of Compensation Data” below for additional information on the data referenced by the Compensation Committee in its decision-making.

Compensation Philosophy

FiscalNote is guided by our Company’s core values, which include:

Our compensation programs, including programs for senior executives, are intended to support these values. Within the constraints of available cash and equity resources, we have sought to design our compensation and benefits program to attract, retain, incentivize and reward talented and qualified executives who share our values and are driven to work towards achieving our strategic business objectives. Our programs seek to incentivize performance, reward appropriate risk taking and innovation, recognize individuals’ different responsibilities, skills and contributions, and recruit and retain key employees in support of the Company’s growth and operational development, taking into account the significant competition for talent in the markets in which

we operate. We expect that the Compensation Committee will continue to review and modify FiscalNote’s executive compensation programs as the Company grows and further matures, considering the ongoing analysis and advice of its independent compensation consultant, competitive peer data, our compensation philosophy, the Company’s evolving business and compensation objectives, and any other factors that the Compensation Committee deems relevant.

The Compensation Committee assesses our compensation policies and practices periodically to determine whether any employee pay policy or practice creates risks reasonably likely to have a material adverse effect on us. In addition, our Insider Trading Policy, among other matters, prohibits directors and employees (including members of senior leadership) from hedging the economic risk of their ownership in the Company and from pledging Company shares as collateral for margin loans in the Company. Please refer to “Governance Policies” below for more information regarding the compensation and stock ownership policies applicable to our executive officers and directors.

Use of Compensation Data

The Compensation Committee performs an annual review and assessment of FiscalNote's executive compensation programs, including each executive's level and mix of base salary, short and long-term incentive and other compensation elements. In performing this assessment, the Compensation Committee considers, among other matters, how our compensation arrangements compare against relevant market survey data and the compensation arrangements of public peer companies (the “Comparative Market Data”).

For 2025 compensation decisions, the Comparative Market Data was drawn from:

The Compensation Committee does not target elements of compensation to a certain percentage or percentile within the Comparative Market Data. Instead, it uses the Comparative Market Data to obtain a general understanding of the compensation structures maintained by similarly situated companies and to verify that our named executive officers’ compensation levels and mix fall within an appropriate range based on the market reference points provided by the data. It performs its annual assessment of our executive compensation programs in light of all relevant factors, including the Company’s strategic objectives, the need to retain critical talent, the performance of the Company and individual officers, as well as the Comparative Market Data. Based on these factors, the Compensation Committee believes the various elements of executives’ compensation arrangements are set at appropriate levels given FiscalNote’s scale and stage of development.

Elements of Executive Compensation

In 2025, the compensation program for our named executive officers consisted of base salary, short-term incentive opportunities, long-term equity grants, various standard benefits and certain perquisites, each as further described below:

The 2025 STI Plan provides the Compensation Committee with discretion to modify, among other matters, the above financial measures, their relative weighting, or the threshold, target and maximum payout levels in respect thereof in the event of material unusual, non-recurring strategic transactions or events (e.g., acquisitions, dispositions) occurring in 2025 after the effective date of the plan.

After the financial measure outcome is initially determined based upon the Company’s financial performance as described above (the “Initial Bonus Amount”), the 2025 STI Plan provided that Compensation Committee shall assess such officer’s performance relative to (1) individual goals related to such officer’s department or function and (2) individual goals intended to advance the Company’s broader culture & inclusion objectives. The Compensation Committee may, in its discretion, modify an officer’s Initial Bonus Amount positively or negatively by up to 10% based upon such officer’s individual performance and by up to 10% based on such officer’s culture & inclusion-related performance during the year (for a maximum modification of up to 20% of the Initial Bonus Amount).

All short-term incentive payouts under the 2025 STI Plan were structured as a lump sum to be paid after year end, based on 2025 performance.

Based on 2025 financial performance, each executive officer’s Initial Bonus Amount was 66% of such officer’s target bonus opportunity, calculated as follows:

Following the determination of each officer’s Initial Bonus Amount, the Compensation Committee assessed each officer’s performance relative to such officer’s individual and culture & inclusion goals for the year, taking into account the Company’s overall operating performance and management’s feedback on Messrs. Slabaugh and Aman’s performance. In light of such assessment, the Compensation Committee applied the individual and culture & inclusion performance modifiers to calculate final bonus payouts to each named executive officer as follows:

Summary Compensation Table

The following table sets forth information concerning compensation paid by us to our named executive officers for their services rendered to us in all capacities during the years ended December 31, 2024 and 2025:

Employment Agreements

All named executive officers are employees-at-will. Each of Messrs. Resnik, Slabaugh and Aman entered into an amended and restated employment agreement effective as of October 31, 2025. The terms of the employment agreement in effect as of December 31, 2025 with each named executive officer are summarized below. In reviewing the annual base salary levels, short-term incentive targets and initial equity grant amounts set forth in each named executive’s employment agreement, the Compensation Committee considered the then-available Comparative Market Data, the criticality of the role to the Company’s strategic objectives and other factors.

In addition, upon joining the Company, each employee, including our executive officers, executes our standard form of Employee Confidentiality and Invention Assignment Agreement, which sets forth customary confidentiality, non-solicitation, and intellectual property assignment obligations of each employee.

Josh Resnik

Mr. Resnik’s employment agreement, which became effective on October 31, 2025, has an initial term of four years from January 1, 2025 and thereafter renews automatically for successive one-year terms unless either party provides notice of non-renewal at least three months prior to the then scheduled expiration of the term. Among other matters, the agreement provides for the following:

Jon Slabaugh

Mr. Slabaugh’s employment agreement, which became effective on October 31, 2025, has an initial term of four years from July 29, 2022 and thereafter renews automatically for successive one-year terms unless either party provides notice of non-renewal at least three months prior to the then scheduled expiration of the term. Among other matters, the agreement provides for the following:

Todd Aman

Mr. Aman’s employment agreement, which became effective on October 31, 2025, has an initial term of four years from December 6, 2024 and thereafter renews automatically for successive one-year terms unless either party provides notice of non-renewal at least three months prior to the then scheduled expiration of the term. Among other matters, the agreement provides for the following:

Outstanding Equity Awards at 2025 Fiscal Year End

The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:

For more information about the Company’s 2022 Long-Term Incentive Plan (as amended, the “2022 Plan”), including provisions thereunder related to the treatment of outstanding awards in connection with certain corporate transactions, please refer to copy of the 2022 Plan filed as an exhibit to the Annual Report accompanying this Proxy Statement.

Severance Plan

FiscalNote has adopted an Executive Severance Plan (“Severance Plan”) in order provide members of FiscalNote’s executive team with severance benefits (unless otherwise covered by employment agreement provisions) in the event of a “Qualifying Termination,” which is defined as an involuntary termination of a participant’s employment by the Company (other than for Cause) or the resignation of a participant for Good Reason. The Severance Plan provides that the Compensation Committee, as administrator, shall designate the employees who are eligible to participate in the plan from time to time.

The amount of severance payable to our named executive officers in the event of a termination without Cause or a resignation for Good Reason is set forth in their respective employment agreements, as described below under “Employment Agreements.”

Potential Payments Upon Termination or Change of Control

Under the employment agreements in effect as of December 31, 2025, each of our named executive officers was entitled to certain severance benefits upon a termination of employment, including in connection with a change in control of the Company, as follows:

In each case, the foregoing severance benefits are conditional on the executive’s execution and non-revocation of a general release and other customary matters. The severance benefits under the executive’s employment agreement supersede and replace such executive’s entitlement to severance under any other program. For more information about the executive employment agreements, please refer to “Executive Compensation – Summary Compensation Table - Employment Agreements” above.