FiscalNote Holdings, Inc.
For the period ended May 28, 2025. Filed Apr 16, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 28, 2025 · Filed Apr 16, 2025
Contents
APPENDIX A
EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin
The following table presents our calculation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the periods presented:
| Years Ended December 31, | ||
|---|---|---|
| (In thousands) | 2024 | 2023 |
| Net income (loss) | $9,517 | $(115,461) |
| Provision from income taxes | 536 | 223 |
| Depreciation and amortization | 19,869 | 28,718 |
| Interest expense, net | 23,589 | 29,940 |
| EBITDA | 53,511 | (56,580) |
| Gain on sale of businesses(a) | (72,017) | — |
| Stock-based compensation | 17,949 | 27,057 |
| Change in fair value of financial instruments(b) | 6,408 | (15,983) |
| Other non-cash (gains) charges(c) | 100 | 29,522 |
| Acquisition and disposal related costs(d) | 1,599 | 1,391 |
| Employee severance costs(e) | 635 | 2,039 |
| Non-capitalizable debt raising costs | 677 | 542 |
| Business Combination with DSAC(f) | — | 415 |
| Loss contingency(g) | — | 4,091 |
| Costs incurred related to the Special Committee(h) | 919 | — |
| Adjusted EBITDA | $9,781 | $(7,506) |
| Adjusted EBITDA Margin | 8% | (6)% |
| (a) | Reflects the gain on disposal from the sale of Board.org on March 11, 2024 and the sale of Aicel on October 31, 2024. |
|---|
| (b) | Reflects the non-cash impact from the mark to market adjustments on our financial instruments. |
|---|
| (c) | Reflects the non-cash impact of the following for fiscal year 2024: (i) unrealized loss of $49 in the first quarter, $31 in the second quarter, $17 in the third quarter, and $78 in the fourth quarter from our investments; (ii) gain of $4 in the first quarter of 2024 and $113 in the fourth quarter of 2024 from the change in fair value related to the contingent consideration and contingent compensation related to the 2021, 2022, and 2023 Acquisition, (iii) gain of $530 from the release of the COSM grant, and (iv) charge of $572 for fees satisfied with Common Stock of the Company. Reflects the non-cash impact of the following for fiscal year 2023: (i) impairment of goodwill of $5,837 in the first quarter of 2023 and $20,004 in the fourth quarter, (ii) impairment of other long-lived assets of $6,223 in the fourth quarter of 2023, (iii) loss of $34 in the first quarter, loss of $56 in the second quarter, gain of $147 in the third quarter, and gain of $9 in the fourth quarter from our equity method investment, (iv) charge of $2 in the first quarter, charge of $2 in the second quarter, gain of $672 in the third quarter, and gain of $1,905 in the fourth quarter from the change in fair value related to the contingent consideration and contingent compensation related to the Acquisitions; and (v) unrealized loss of $115 in the third quarter and unrealized gain of $18 in the fourth quarter from our investments, respectively. |
|---|
| (d) | In 2024 reflects the costs incurred related to the sale of Board.org and Aicel, and the planned sale of Oxford Analytica and Dragonfly, principally consisting of advisory, legal, and other professional and consulting costs. In 2023 reflects the costs incurred to identify, consider, and complete business combination transactions consisting of advisory, legal, and other professional and consulting costs. |
|---|
| (e) | Severance costs associated with workforce changes related to business realignment actions. |
|---|
| (f) | Includes non-capitalizable transaction costs associated within one year of the Business Combination with DSAC. |
|---|
| (g) | Reflects (i) $3,474 non-cash loss contingency charge related to the settlement of GPO FN Noteholder LLC recorded in the second quarter of 2023 and (ii) accounting and legal costs incurred associated with the settlement with GPO FN Noteholder LLC totaling $168 in the first quarter of 2023, $248 in the second quarter of 2023, and $201 in the their quarter of 2023. See further discussion in Note 9, Debt and Note 18, Commitments and Contingencies in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. |
|---|
| (h) | Reflects costs incurred related to the Special Committee. |
|---|
| 2025 Proxy Statement | 34 |
P.O. BOX 8016, CARY, NC 27512-9903
Your vote matters!
Have your ballot ready and please use one of the methods below for easy voting:
Your control number
Have the 12 digit control number located in the box above available when you access the website and follow the instructions.
FiscalNote Holdings, Inc.
Annual Meeting of Stockholders
For Stockholders of Record as of April 2, 2025
Wednesday, May 28, 2025 10:00 AM, Eastern Time
Annual Meeting to be held live via the Internet - please visit
www.proxydocs.com/NOTE for more details.
Internet:
www.proxypush.com/NOTE
Cast your vote online
Have your Proxy Card ready
Follow the simple instructions to record your vote
Phone:
1-866-475-4371
Use any touch-tone telephone
Have your Proxy Card ready
Follow the simple recorded instructions
Mail:
Mark, sign and date your Proxy Card
Fold and return your Proxy Card in the postage-paid envelope provided
Virtual:
You must register to attend the meeting online
and/or participate at www.proxydocs.com/NOTE
YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 11:59 PM, Eastern Time, May 27, 2025.
This proxy is being solicited on behalf of the Board of Directors
The undersigned hereby appoints Timothy Hwang, Joshua Resnik and Todd Aman (the “Named Proxies”), and each or any of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of FiscalNote Holdings, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS’ RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved
FiscalNote Holdings, Inc. Annual Meeting of Stockholders
Please make your marks like this:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR EACH DIRECTOR NAMED IN PROPOSAL 1 AND FOR PROPOSAL 2
BOARD OF
DIRECTORS PROPOSAL
YOUR VOTE
RECOMMENDS
- To elect the three Class III directors named in the proxy statement to our Board of Directors.
FOR WITHHOLD
1.01 Manoj Jain
FOR
1.02 Anna Sedgley FOR
1.03 Brandon Sweeney
FOR
FOR
AGAINST ABSTAIN
To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. FOR
To consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
You must register to attend the meeting online and/or participate at www.proxydocs.com/NOTE
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) Date Signature (if held jointly) Date
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.