HPTO hopTo Inc (CE)

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

The Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on August 23, 2018. The following items of business were considered at the Annual Meeting:

(1) amendment of the Company’s Certificate of Incorporation to declassify the board of directors;

(2) the election of four directors;

(3) amendment of our Certificate of Incorporation to repeal the provisions therein prohibiting stockholder action without a meeting;

(4) amendment of our Certificate of Incorporation to change the super-majority vote requirement to a majority vote requirement in the Certificate of Incorporation relating to the amendment of our Bylaws;

(5) amendment of our Certificate of Incorporation to add a new article requiring that any related party transaction be approved by either the unanimous affirmative vote of disinterested directors or affirmative vote of a majority of outstanding shares of stock held by disinterested stockholders;

(6) grant of 60,000 shares of common stock to each of our outgoing directors Michael Brochu and John Cronin;

(7) approval, in a non-binding, advisory vote, of the compensation of our named executive officers, commonly known as “say-on-pay”;

(8) ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and

(9) the transaction of such other business as may properly have come before the Annual Meeting or any adjournment thereof.

The number of shares of common stock entitled to vote at the Annual Meeting was 9,804,400 shares. The number of shares of common stock present or represented by valid proxy at the annual meeting was 6,773,544 shares. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting are set forth below:

Proposal 1: Amendment to Declassify the Board of Directors.

The stockholders approved amendment of our Certificate of Incorporation to declassify the board of directors as follows:

Proposal 2: Election of Directors.

The stockholders elected four directors to serve until the annual meeting of stockholders in 2019 as follows:

Proposal 3: Amendment to Permit Stockholder Action by Written Consent.

The stockholders did not approve amendment of our Certificate of Incorporation to repeal the provision in the Certificate of Incorporation prohibiting stockholder action by written consent without a meeting as follows:

Proposal 4: Amendment Changing Super-majority Vote Requirement to Majority Vote Requirement.

The stockholders did not approve amendment of our Certificate of Incorporation to change the super-majority vote requirement to a majority vote requirement relating to amendment of our Bylaws as follows:

Proposal 5: Amendment Regarding Related Party Transactions.

The stockholders did not approve the related party transaction amendment of our Certificate of Incorporation as follows:

Proposal 6: Grant of Stock.

The stockholders did not approve the grant of common stock as follows:

Proposal 7: Advisory Vote on Executive Compensation.

In a non-binding, advisory vote, the stockholders approved the compensation of our executive officers as follows :

Proposal 8: Ratification of Auditors.

The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 as follows: