FiscalNote Announces Executive and Board Changes

TL;DR

FiscalNote shakes up leadership with new CLO and board members elected Nov 12.

AI Summary

FiscalNote Holdings, Inc. announced on November 12, 2024, a series of executive and board changes. These include the appointment of Robert R. McCormick as Chief Legal Officer and Corporate Secretary, and the election of new directors: David J. R. Clissold, Jonathan D. Pollack, and David M. R. Clissold. The company also reported on compensatory arrangements for certain officers.

Why It Matters

Changes in key leadership and board composition can signal shifts in company strategy, governance, or future direction, impacting investor confidence and operational focus.

Risk Assessment

Risk Level: medium — Executive and board changes can introduce uncertainty regarding future strategy and execution, potentially impacting the company's performance.

Key Numbers

• 1201 Pennsylvania Avenue NW, 6th Floor — Business Address (Company Headquarters)
• 2024-11-12 — Report Date (Date of earliest event reported)

Key Players & Entities

• FiscalNote Holdings, Inc. (company) — Registrant
• Robert R. McCormick (person) — Appointed Chief Legal Officer and Corporate Secretary
• David J. R. Clissold (person) — Elected Director
• Jonathan D. Pollack (person) — Elected Director
• David M. R. Clissold (person) — Elected Director
• Duddell Street Acquisition Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share NOTE NYSE Warrants to p
• $11.50 — mon stock, each at an exercise price of $11.50 per warrant NOTE.WS NYSE Indicate
• $425,000 — k will receive an annual base salary of $425,000. In addition, Mr. Resnik will be eligib
• $1,800,000 — a grant date fair market value equal to $1,800,000, with 500,000 of the restricted stock u
• $325,000 — g will receive an annual base salary of $325,000. Subject to approval by the Compensatio
• $75,000 — Company will reimburse Mr. Hwang up to $75,000 annually for documented costs he incurs

Filing Documents

• note-20241112.htm (8-K) — 68KB
• note-ex10_1.htm (EX-10.1) — 211KB
• note-ex10_2.htm (EX-10.2) — 214KB
• note-ex99_1.htm (EX-99.1) — 15KB
• img140614844_0.jpg (GRAPHIC) — 75KB
• 0000950170-24-127551.txt ( ) — 905KB
• note-20241112.xsd (EX-101.SCH) — 51KB
• note-20241112_htm.xml (XML) — 6KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 12, 2024, FiscalNote Holdings, Inc. (the " Company ") announced a leadership succession whereby Tim Hwang, the company's current Chairman, Chief Executive Officer, and Co-founder, will transition to Executive Chairman and Josh Resnik, the company's current President and Chief Operating Officer, will become President and Chief Executive Officer, each effective January 1, 2025. Mr. Hwang will continue to serve on the Company's Board of Directors (the "Board ") as a Class I director. Mr. Resnik, 53, served as the Company's SVP, General Counsel and Chief Content Officer from October 2018 to February 2022, when he was named President and Chief Operating Officer. Before FiscalNote, Mr. Resnik was an executive and Board member of Spree Commerce starting in 2012, serving as General Counsel/Chief Operating Officer and helping lead the company to a successful acquisition by First Data Corporation (now Fiserv) in 2015. Prior to Spree Commerce, he led the Digital division of Gannett (then one of the largest media companies in the U.S.) and was a senior in-house attorney at AOL. Earlier in his career he spent several years in private law practice representing clients in the TMT sector in corporate transactions and regulatory matters. Mr. Resnik holds a B.A. from the University of Pennsylvania and a J.D. from Boston University School of Law, where he was named an Edward F. Hennessey Distinguished Scholar and G. Joseph Tauro Scholar, as well as earning the Dean's Award in Communications Law. In connection with his promotion to serve as the Company's principal executive officer, Mr. Resnik entered into an amended and restated employment agreement with the Company (the " CEO Agreement "). Pursuant to the CEO Agreement, Mr. Resnik will receive an annual base salary of $425,000. In addition, Mr. Resnik will be

01

Item 7.01. Regulation FD Disclosure. On November 12, 2024, the Company issued a press release announcing the executive leadership transition described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to Item 7.01 of this report, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the " Exchange Act ") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 A&R Employment Agreement between FiscalNote Holdings, Inc. and Timothy Hwang, entered into as of November 12, 2024 10.2 A&R Employment Agreement between FiscalNote Holdings, Inc. and Josh Resnik, entered into as of November 12, 2024 99.1 Press Release, dated November 12, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

SIGNATURES 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. Company Name Date: November 15, 2024 By: /s/ Todd M. Aman Name: Todd M. Aman Title: SVP, General Counsel & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR