FiscalNote (NOTE) Proxy filing summary

Executive summary

• FY 2025 GAAP revenue was $95.4 million, with annual recurring revenue at $84.1 million and a net loss of $65.2 million; Adjusted EBITDA reached $10.3 million, with a target of $14–$16 million for 2026 and positive free cash flow expected by March 2027 after restructuring costs.

• Major operational transformation in 2026 includes workforce changes and broad AI deployment to improve productivity and operating leverage.

• PolicyNote, the new flagship platform, launched in 2025, saw significant user engagement increases and full customer migration from legacy systems.

• Expansion into political prediction markets and modernization of APIs to integrate with leading AI platforms are expected to drive new revenue streams.

• Transitioned from NYSE to OTC Markets in April 2026 due to non-compliance with minimum price requirements; plans to seek higher-tier listings remain.

Voting matters and shareholder proposals

• Four proposals: election of two Class I directors, advisory approval of executive compensation, advisory vote on frequency of future say-on-pay votes, and ratification of RSM US LLP as auditor for 2026.

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Shareholders of record as of April 1, 2026, are eligible to vote; voting available online, by phone, mail, or during the virtual meeting.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, with deadlines in December 2026 and February 2027.

Board of directors and corporate governance

• Board is classified into three staggered classes; two Class I directors (Timothy Hwang and Key Compton) are up for election for terms expiring in 2029.

• Board consists of a majority of independent directors; three standing committees: Audit, Compensation, and Governance.

• Audit Committee is fully independent, with Key Compton as Chair and Manoj Jain as financial expert; held eight meetings in 2025.

• Compensation Committee and Governance Committee are also independent and oversee executive pay, human capital, and compliance.

• Corporate governance guidelines include 10-year term limits for non-management directors, annual board evaluations, and stock ownership requirements.