PAVMW PAVmed Inc

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

On June 21, 2022, PAVmed Inc. (the “Company”) held an annual meeting of stockholders (the “2022 Annual Meeting”). Stockholders representing approximately 71.3% of the shares outstanding and entitled to vote were present in person or by proxy. At the 2022 Annual Meeting, the stockholders elected each of management’s nominees for director, selected a frequency of three years for future “say-on-pay” votes, and approved each of the other matters considered. A description of the matters considered by the stockholders and a tally of the votes on each such matter are set forth below.

1. The election of three members of the Company’s board of directors (the “Board”) as Class C directors, to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. The Board is divided into three classes, Class A, Class B and Class C. As of the 2022 Annual Meeting, there were three directors in Class C, Lishan Aklog, M.D., Michael J. Glennon and Joan B. Harvey, whose terms expired at the 2022 Annual Meeting, two directors in Class A, Ronald M. Sparks and Timothy Baxter, whose terms expire at the 2023 annual meeting of stockholders, and two directors in Class B, James L. Cox, M.D. and Debra J. White, whose terms expire at the 2024 annual meeting of stockholders. Management nominated Dr. Aklog, Mr. Glennon and Ms. Harvey for re-election as Class C directors. Each of management’s nominees for director was elected, as follows:

2. A proposal to approve, for the purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC, the issuance of shares of the Company’s common stock under the Senior Secured Convertible Notes (the “March 2022 Notes”) issued or issuable by the Company pursuant to the Securities Purchase Agreement, dated as of March 31, 2022 (the “March 2022 SPA”). The issuance of shares was approved, as follows:

A fuller description of the transaction is set forth on pages 7 to 11 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 2, 2022 (the “Definitive Proxy Statement”), which description is incorporated herein by reference. The description of the transaction from the Definitive Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the March 2022 Notes and the March 2022 SPA, which are included as Exhibits 4.1 and 10.1 to the Current Report on Form 10-K filed by the Company on April 4, 2022 and are incorporated herein by reference.

3. A proposal to approve an amendment to the Company’s certificate of incorporation, as amended (the “Charter”), to increase the total number of shares of common stock the Company is authorized to issue by 100,000,000 shares, from 150,000,000 shares to 250,000,000 shares. The amendment to the Charter was approved, as follows:

A fuller description of the amendment to the Charter is set forth on pages 12 to 13 of the Definitive Proxy Statement, which description is incorporated herein by reference. The description of the amendment to the Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is included as Exhibit 3.1 to this current report on Form 8-K and is incorporated herein by reference.

A certificate of amendment reflecting the amendment to the Charter was filed with the Delaware Secretary of State on June 21, 2022 and became effective on such date.

4. A proposal to approve, on an advisory basis, the compensation of the Company’s principal executive officer and two highest-paid executive officers other than the principal executive officer (collectively, the “Named Executive Officers”) as disclosed in the Definitive Proxy Statement. The compensation of the Named Executive Officers was approved, as follows:

5. A proposal to select, on an advisory basis, the frequency of future “say-on-pay” votes. A frequency of three years was selected, as follows:

In light of the vote, the Company has decided to hold future “say-on-pay” votes every three years until 2028, which is the year of the next required vote on the frequency of “say-on-pay” votes.

6. A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered certified public accounting firm for the year ending December 31, 2022. The ratification of the appointment of Marcum LLP was approved, as follows: