BBIG Vinco Ventures Inc

On October 14, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), at the Del Monte Lodge Renaissance Rochester Hotel & Spa located at 41 N. Main St., Pittsford, New York. A total of 97,278,709 shares of the Company’s common stock were entitled to vote as of September 15, 2021, the record date for the Annual Meeting. At the Annual Meeting, the stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission. There were 55,226,907 Shares of Common Stock, which represent 56.8% of the Corporations, holders of record present, in person or by proxy, entitled to vote at the Meeting. Stockholders approved each of the proposals presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.

Proposal 1. To elect five (5) directors to serve until the 2022 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.

The stockholders elected Lisa King, Roderick Vanderbilt, Michael J. DiStasio, Elliot Goldstein and Phillip A. McFillin as Directors of the Company to hold office until the 2022 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The voting for each director was as follows:

Proposal 2. To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the 2021 fiscal year

The stockholders voted to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the 2021 fiscal year. The votes were as follows:

Proposal 3. Approval of the Vinco Ventures, Inc. 2021 Equity Incentive Plan

The stockholders voted to approve the Vinco Ventures, Inc. 2021 Equity Incentive Plan. The votes were as follows:

Proposal 4. Approval, for purposes of Complying with Nasdaq Listing Rule 5635(D), of the following issuances, in connection with the conversion or exercise of: (I) Warrants issued on June 4, 2021 to Purchase up to 27,821,829 shares at an exercise price of $3.30 per share; (II) A $120,000,000 Principal Amount of a Senior Secured Convertible Note Convertible into $30,000,000 shares at a conversion price of $4.00 per share; (III) Warrants issued on July 22, 2021 to Purchase up to 32,697,548 shares at an exercise price of $4.00 per share; (IV) Warrants issued on July 23, 2021 to purchase up to 1,007,194 shares at an exercise price of $2.78 per share; (V) Series A Warrants issued on August 18, 2021 to Purchase up to 20,500,000 shares at $2.655 per share, including adjustments to the exercise price as set forth in Section 2(b) thereof; (VI) Series B Warrants issued on August 18, 2021 to purchase up to 2,000,000 shares at $2.655 per share, including adjustments to the exercise price as set forth in Section 2(B) thereof and an alternate cashless exercise as set forth in Section 1(D)(2) thereof; (VII) Series A Warrants issued on September 1, 2021 to purchase up to 20,000,000 shares at $9.00 per share, including adjustments to the exercise price as set forth in Section 2(B) thereof; (VIII) Series B Warrants issued on September 1, 2021 to Purchase up to 2,000,000 shares at $9.00 per share, including adjustments to the exercise price as set forth in Section 2(b) thereof and an alternative cashless exercise as set forth in Section 1(D)(2) thereof, in each case of clauses (I) through (VIII), without limitation and subject to any adjustment as set forth therein without any floor to the conversion price or exercise price, including any voluntary adjustments to the exercise price that we may elect to make pursuant to Section 2(E) of each of the foregoing warrants and any voluntary adjustment to the conversion price of the Senior Secured Convertible Note pursuant to Section 7(C) thereof; (IX) July 22, 2021 Warrants for the Purchase of up to 2,615,804 shares at an exercise price of $2.655 per share issued to the Placement Agent in connection with the July 22, 2021 Warrants; (X) August 18, 2021 Warrants issued to the Placement Agent for the Purchase of up to 1,640,000 shares at an exercise price of $2.655 per share issued to the Placement Agent in connection with the Placement of the August Series A Warrants; (XI) August 18, 2021 Warrants for the purchase of up to 160,000 shares at an exercise price of $2.655 per share issued to the Placement Agent in connection with the Placement of the August Series B Warrants; (XII) September 1, 2021 Warrants for the Purchase of up to 1,600,000 shares at an exercise price of $9.00 per share issued to the Placement Agent in connection with the Placement of the September Series A Warrants; and (XIII) September 1, 2021 Warrants for the Purchase of up to 160,000 shares at an exercise price of $9.00 per share issued to the Placement Agent in connection with the Placement of the September Series B Warrants.

The stockholders voted to approve Proposal 4. The votes were as follows: