PAVMW PAVmed Inc

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

On June 21, 2023, PAVmed Inc. (the “Company”) held an annual meeting of stockholders (the “2023 Annual Meeting”). Stockholders representing approximately 61.0% of the shares outstanding and entitled to vote were present in person or by proxy. At the 2023 Annual Meeting, the stockholders elected each of management’s nominees for director and approved one of the other two 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 two members of the Company’s board of directors (the “Board”) as Class A 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 2023 Annual Meeting, there were two directors in Class A, Ronald M. Sparks and Timothy Baxter, whose terms expired at the 2023 Annual Meeting, two directors in Class B, James L. Cox, M.D. and Debra J. White, whose terms expire at the 2024 annual meeting of stockholders, and three directors in Class C, Lishan Aklog, M.D., Michael J. Glennon and Joan B. Harvey, whose terms expire at the 2025 annual meeting of stockholders. The board nominated Mr. Sparks and Mr. Baxter for re-election as Class A directors. Each of the board’s nominees for director was elected, as follows:

2. A proposal to approve an amendment to the Company’s certificate of incorporation, as amended, to incorporate new Delaware law provisions regarding officer exculpation. The amendment was not approved, because it did not receive the affirmative vote of a majority of the shares of common stock outstanding and entitled to vote on the amendment, as follows:

3. 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, 2023. The ratification of the appointment of Marcum LLP was approved, as follows: