Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment
                   of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2023, Conformis, Inc. (the "Company") held the Company's 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting"). As of the time of the 2023 Annual Meeting, Michael D. Milligan's term as a director expired, and the size of the Board was reduced from seven to six directors. In connection therewith, the Board reduced the number of class I director seats from three to two, such that the number of class I, class I and class III director seats is each now two. Carrie Bienkowski, who previously served as a class I director, resigned such class I seat as of the 2023 Annual Meeting, contemporaneous with her election as a class II director to fill the seat previously occupied by Mr. Milligan (as described further below).




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

As described above, on May 8, 2023, the Company held the 2023 Annual Meeting. The total number of shares of the Company's common stock eligible to vote as of the record date, March 10, 2023, was 7,495,676 and, pursuant to the Company's Amended and Restated Bylaws, 3,747,839 shares were required to be present or represented at the 2023 Annual Meeting to constitute a quorum. The total number of common shares present or represented at the 2023 Annual Meeting was 4,890,094, and a quorum therefore existed.

The following is a summary of the results of the matters voted on at the meeting.

1.The Company's stockholders elected Carrie Bienkowski and Philip W. Johnston as class II directors to serve until the 2026 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. The results of the stockholders' vote with respect to the election of such class II directors were as follows:


                                       Votes         Broker
                      Votes For      Withheld       Non-Votes
Carrie Bienkowski     1,639,276      1,106,733      2,144,085
Philip W. Johnston    2,021,610       724,399       2,144,085

2.The Company's stockholders did not approve a proposed amendment to the Company's 2015 Stock Incentive Plan (the "2015 Plan") to increase the maximum number of shares of common stock available for issuance under the 2015 Plan by an additional 749,000 shares, and remove the "annual refresh" feature in the 2015 Plan for the 2024 and 2025 fiscal years (the last remaining years for the for such refresh to be added under the current terms of the 2015 Plan). As a result, the proposed amendment will not become effective. The results of the stockholders' vote with respect to such approval were as follows:


                  Votes          Votes          Broker
 Votes For       Against       Abstaining      Non-Votes
  845,402       1,873,921        26,686        2,144,085

3.The Company's stockholders did not approve a proposed amendment to the Company's restated certificate of incorporation to increase the number of authorized shares of the Company's common stock from 20,000,000 shares to 40,000,000 shares. While a majority of the votes cast on the proposal were voted in favor of the proposal, the proposal's approval required the affirmative vote of holders of shares of common stock representing a majority of shares of common stock issued and outstanding as of the record date, and this standard was not met. As a

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result, the proposed amendment will not become effective. The results of the stockholders' vote with respect to such approval were as follows:


                  Votes          Votes
 Votes For       Against       Abstaining
 2,913,289      1,887,137        89,668

4.The Company's stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement for the 2023 Annual Meeting . The results of the stockholders' vote with respect to such approval were as follows:


                 Votes         Votes          Broker
 Votes For      Against      Abstaining      Non-Votes
 1,832,203      873,611        40,195        2,144,085

5.The Company's stockholders ratified the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the stockholders' vote with respect to such ratification were as follows:


                 Votes         Votes
 Votes For      Against      Abstaining
 4,323,888      506,407        59,799

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