Item 5.07 Submission of Matters to a Vote of Security Holders.

Charles & Colvard, Ltd. (the "Company") held its Annual Meeting of Shareholders on November 21, 2019 (the "Annual Meeting"). The shareholders considered four proposals, each of which is described in more detail in the definitive proxy statement for the Company's 2019 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on October 4, 2019 (the "Proxy Statement").

Proposal 1: To elect five nominees described in the Proxy Statement to the Company's Board of Directors. The votes were cast as follows:





                                    For       Withheld    Broker Non-Votes
           Anne M. Butler        14,012,378   1,040,463      9,218,265
           Benedetta Casamento   13,661,103   1,391,738      9,218,265
           Neal I. Goldman       13,571,876   1,480,965      9,218,265
           Suzanne Miglucci      14,117,494    935,347       9,218,265
           Ollin B. Sykes        13,596,835   1,456,006      9,218,265

All director nominees were duly elected.

Proposal 2: To ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2020. The votes were cast as follows:





                              For       Against   Abstain
                           24,064,985   45,871    160,216




Proposal 2 was approved.

Proposal 3: To vote, on an advisory (nonbinding) basis, to approve executive compensation. The votes were cast as follows:





                    For        Against    Abstain   Broker Non-Votes
                 12,977,362   2,009,947   65,378       9,218,419




Proposal 3 was approved.

Proposal 4: To vote, on an advisory (nonbinding) basis, on the frequency of future advisory votes to approve executive compensation. The votes were cast as follows:





 One Year    Two Years   Three Years   Abstain   Broker Non-Votes
11,604,857    91,825      3,304,683    49,379       9,220,362

Proposal 4 was approved for "One Year."

Based on the results set forth in Proposal 4 above, and consistent with the previous recommendation of the Board of Directors of the Company, the Board of Directors determined on November 21, 2019 that the Company will hold an advisory (nonbinding) vote to approve executive compensation every year until the next required advisory (nonbinding) vote on the frequency of future shareholder advisory votes to approve executive compensation occurs.

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