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

On April 8, 2022, we held our annual meeting of stockholders. Proxies were solicited pursuant to our definitive proxy statement filed on February 24, 2022 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934.

The number of shares of our common stock entitled to vote at the annual meeting was 16,764,985. The holders of 11,242,700 shares of common stock were present or represented by valid proxy at the annual meeting, of which 3,275,654 were broker non-votes. Each share of common stock was entitled to one vote with respect to matters submitted to our stockholders at the annual meeting. At the annual meeting, our stockholders voted on the matters set forth below.

Proposal 1 - Election of Class I Director

Peter H. Woodward was duly elected as our Class I director. The result of the election was as follows:





     NOMINEE         FOR    WITHHELD
Peter H. Woodward 7,547,289 419,757

Proposal 2 - Advisory Vote on Executive Compensation

Our stockholders voted upon and approved, by non-binding advisory vote, the compensation of our named executive officers, as described in our proxy statement. The votes on this proposal were as follows:





   FOR    AGAINST  ABSTAIN
6,026,958 55,737  1,884,351

Proposal 3 - Frequency of Future Say-on-Pay Votes

Our stockholders voted upon, on a non-binding advisory vote, for the frequency of future say-on-pay votes. The votes on this proposal were as follows:





 1 Year   2 Years 3 Years ABSTAIN
7,877,182 84,778    41     5,045

Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm

Our stockholders voted upon and approved the ratification of the appointment of Stowe & Degon, LLC to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2022. The votes on this proposal were as follows:





   FOR    AGAINST  ABSTAIN
9,324,473 32,350  1,885,877










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Proposal 5 - Approval of Precision Optics Corporation 2022 Equity Incentive Plan

Our stockholders voted upon and approved the Precision Optics Corporation 2022 Equity Incentive Plan. The votes on this proposal were as follows:





   FOR    AGAINST ABSTAIN
6,852,898 192,343 921,805

Proposal 6 - Approval to Authorize the Board to Effect a Reverse Stock Split

Our stockholders voted upon and approved to authorize the Board on a discretionary basis to amend the Company's Articles of Organization and effect a reverse stock split of the Company's issued and outstanding common stock at a ratio in the range of 1:1.5 to 1:3. The votes on this proposal were as follows:





   FOR     AGAINST ABSTAIN
11,157,833 74,865  10,002

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

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