Item 5.07 Submission of Matters to a Vote of Security Holders

An annual meeting of stockholders of CLS Holdings USA, Inc. (the "Company") was held on Monday, November 16, 2020 (the "Annual Meeting"). There were present, in person or by proxy, holders of 77,901,343 shares of common stock, which constituted 61.54% of the 126,571,416 shares eligible to vote at the Meeting.

Proposal 1: The proposal to elect Frank Koretsky to serve for a one-year term as the Class I director was approved with the following votes:





   For     Withheld
60,091,015 702,618

Of the shares voted, 100% voted in favor of Proposal 1.

Proposal 2: The proposal to elect Andrew Glashow to serve for a two-year term as the Class II director was approved with the following votes:





   For     Withheld
60,024,208 769,425

Of the shares voted, 100% voted in favor of Proposal 2.

Proposal 3: The proposal to elect Jeffrey Binder to serve for a three-year term as the Class III director was approved with the following votes:





   For     Withheld
60,018,773 774,860

Of the shares voted, 100% voted in favor of Proposal 3.

Proposal 4: The proposal to ratify the appointment of M&K CPAs, PLLC as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2021 was approved with the following votes:





   For     Against Withheld
77,551,893 59,276  290,174

Of the shares voted, 99.92% voted in favor of Proposal 4.

Proposal 5: The proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers was approved with the following votes:





   For     Against  Withheld
47,025,142 821,080 12,947,411

Of the shares voted, 98.28% voted in favor of Proposal 5.

Proposal 6: The proposal to recommend the preferred frequency for future non-binding advisory votes to approve the compensation of the Company's named executive officers received the following votes:





  1 Year    2 Years    3 Years   Abstentions
20,230,343 12,696,076 25,345,649  2,521,565

Of the shares voted, 34.71% voted in favor of 1 year, 21.78% voted in favor of 2 years, and 43.49% voted in favor of 3 years under Proposal 6.

Consistent with the recommendation of the Board of Directors of the Company as set forth in the Company's proxy statement for the Annual Meeting and the vote of the stockholders at the Annual Meeting, the Board of Directors has determined to obtain an advisory stockholder vote on the compensation of the Company's named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of stockholder votes on the compensation of the Company's named executive officers.

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