Item 5.07 Submission of Matters to a Vote of Security Holders

Stem Holdings, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders on December 28, 2022. There were 226,548,835 outstanding shares eligible to vote as of the record date for the 2022 Annual Meeting and 73,296,569 shares were present either in person or by proxy at the meeting (which represented 32.35% of the issued and outstanding shares eligible to vote), which constituted a quorum present in person or proxy at the meeting.

At the meeting, the following actions were taken:

(i) Election of Directors. The Company's shareholders elected three directors to the Company's Board of Directors for terms expiring at the Annual Meeting in the year 2023. The directors elected, as well as the number of votes cast for and votes withheld for each individual, are set forth below:







Nominee          Votes For        % Voted For       Withheld       % Withheld

Matthew Cohen     37,272,481             91.10 %     3,642,615            8.90 %
Robert Diener     37,142,798             90.78 %     3,772,298            9.22 %
Roger Rai         37,248,149             91.04 %     3,666,947            8.96 %

(ii) Appointment of Auditor. The Company's shareholders approved a proposal to ratify the Audit Committee's appointment of LJ Soldinger LLC as the Company's independent registered public accounting firm for the year ending September 30, 2022, with the following votes:





                               Amount
Votes for approval:           67,453,636
Votes against:                 1,718,968
% Voted for approval               97.51 %
% Voted against approval:           2.48 %
Abstentions:                   4,123,965
% Abstentions:                      5.62 %

(iii) Reverse Split. The Company's shareholders approved a proposal to authorize a reverse split of the Company's outstanding Common Shares, at the discretion of the Board of Directors, within a range of one (1) post-split common share for each ten (10) pre-split common shares outstanding on the record date and one hundred (100) pre-split common shares outstanding on the record date, at any time within one (1) year of the approval of the Proposal by the Company's shareholders, with the following votes:





                               Amount
Votes for approval:           59,467,350
Votes against:                 9,958,083
% Voted for approval               85.65 %
% Voted against approval:          14.34 %
Abstentions:                   3,871,136
% Abstentions:                      5.28 %

(iv) Advisory, Non-Binding Vote Regarding the Compensation of Our Named Executive Officers. The shareholders approved an advisory, non-binding vote regarding the compensation of our named executive officers. This advisory stockholder vote to approve the compensation of our named executive officers is often referred to as the "say-on-pay vote", which is not be binding on us, the Board of Directors, or the Compensation Committee. The vote on this matter was as follows:





In favor of the Proposal         33,148,584       (89.38 )%

Not in favor of the Proposal      3,935,068       (10.61 )%

Abstain                           3,831,444        (9.36 )%

(v) Advisory, Non-Binding Vote Regarding the Frequency of Future Advisory Votes Regarding the Company's Executive Compensation. The shareholders approved an advisory, non-binding vote regarding the frequency of future advisory votes regarding the Company's executive compensation. In this regard, the majority of the shareholders approved the Proposal that this advisory, non-binding vote be held every year. The vote on this matter was as follows:





Every Year            37,074,553       (98.08 )%

Every Two Years           18,869        (0.04 )%

Every Three Years        703,098        (1.86 )%

Abstain               3,118,576.        (7.62 )%

© Edgar Online, source Glimpses