{"url_path":"/sec/note/8-k/2026-06-26/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1823466/0001193125-26-285640-index.html","accession_number":"0001193125-26-285640","cik":"0001823466","ticker":"NOTE","issuer_name":"FiscalNote Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1823466/0001193125-26-285640-index.html","primary_entity_key":"0001823466","primary_entity_name":"FiscalNote Holdings, Inc."},"word_count":467,"has_tables":true,"body_markdown":"Item 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nChief Executive Officer\n\nOn June 22, 2026, the Board of Directors (the “Board”) of FiscalNote Holdings, Inc. (the “Company”) and the President & Chief Executive Officer of the Company, Josh Resnik, mutually agreed on Mr. Resnik’s departure from the Company effective June 26, 2026. The Board appointed Key Compton as the President & Chief Executive Officer of the Company effective June 22, 2026. Subject to his execution of a customary release in favor of the Company, Josh Resnik will receive severance in accordance with his Employment Agreement including (i) a lump sum payment equal to two times his annual base salary plus the target bonus for fiscal year 2026, (ii) accelerated vesting of all outstanding service-based components of equity awards, provided that performance-based conditions will only vest if and to the extent such performance vesting requirements are met; and (iii) a full COBRA premium subsidy for 18 months. Mr. Resnik will remain in a consulting role with the Company until July 31, 2026, collaborating with Mr. Compton on transition matters. The Company is grateful for Mr. Resnik’s eight years of service in senior leadership, during which, among other matters, the Company went public, launched its flagship PolicyNote platform, and commenced other key initiatives such as the expansion of its API ecosystem.\n\nMr. Compton, age 56, has served as a Board member since February 2021 and also served as the Chair of the Audit Committee of the Board (the “Audit Committee”). In connection with his appointment as Chief Executive Officer, Mr. Compton has ceased to serve as a member of the Audit Committee. Mr. Compton brings three decades of experience founding, scaling, and investing in technology companies. As Co-Founder and Managing Director of GPO Fund, he has led growth-stage investments in enterprise software and data businesses, including its investment in the Company in 2020. Additional biographical information concerning Mr. Compton can be found in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 15, 2026 under the section titled “Directors,” and such information is incorporated herein by reference.\n\nCompensation arrangements in connection with Mr. Compton’s appointment as the Chief Executive Officer are being finalized and will be reported in an amendment to this Current Report on Form 8-K.\n\nChief Legal and Administrative Officer\n\nIn addition, on June 22, 2026, Todd Aman, the Company’s Chief Legal and Administrative Officer, who has served at the Company for the past five years, notified the Company of his decision to resign his positions with the Company, effective on July 2, 2026, to pursue another professional opportunity. The Company thanks Mr. Aman for his service and wishes him the best in his future endeavors."}