Item
5.07.
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Submission
of Matters to a Vote of Security Holders
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On
October 6, 2020, IMAC Holdings, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual
Meeting”) at the Company’s offices located at 1605 Westgate Circle, Brentwood, Tennessee 37027, at 11:00 a.m.,
local time. As of September 24, 2020, the record date of the Annual Meeting, there were a total of 11,839,972 shares of the Company’s
common stock issued and outstanding and entitled to vote at the Annual Meeting. A total of 9,163,585 votes were represented at
the Annual Meeting, and a quorum was present. The following proposals were submitted to the shareholders:
1.
the election of five directors nominated by the Company’s board of directors (the “Board”) named in the
Proxy Statement (defined below);
2.
the ratification of the appointment of Daszkal Bolton LLP as the Company’s independent registered certified public accounting
firm for the fiscal year ending December 31, 2020;
3.
the approval (on an advisory, non-binding basis) of the compensation of the Company’s named executive officers; and
4.
the approval (on an advisory, non-binding basis), the frequency of the future advisory votes on the compensation of the Company’s
named executive officers (whether once every year, every two years or three years).
For
more information about the foregoing proposals, please see the Company’s Definitive Proxy Statement filed September 9, 2020
(the “Proxy Statement”).
The
number of votes cast for, against, and where applicable, votes withheld, as well as abstentions and broker non-votes and whether
each proposal was approved, is set forth below.
1.
The election of five directors nominated by the Board and named in the Proxy Statement.
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FOR
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WITHHOLD
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BROKER NON-VOTES
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Jeffrey S. Ervin
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4,553,527
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14,487
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4,595,571
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Matthew C. Wallis
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3,847,333
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720,671
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4,595,581
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David K. Ellwanger
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4,541,481
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26,523
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4,595,581
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George P. Hampton
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4,532,540
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35,464
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4,595,581
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Gerard M. Hayden, Jr.
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4,538,297
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29,707
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4,595,581
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The
five nominees listed above were elected to the Board. Consistent with the Company’s certificate of incorporation, each director
will serve until the Company’s 2021 annual meeting of stockholders and, in each case, until a successor has been elected
and qualified, or until his earlier death, resignation or removal.
2.
The ratification of the appointment of Daszkal Bolton LLP as the Company’s independent registered certified public accounting
firm for the fiscal year ending December 31, 2020.
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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9,034,325
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44,804
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84,456
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0
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The
appointment of Daszkal Bolton LLP as the Company’s independent registered certified public accounting firm for the fiscal
year ending December 31, 2020 was ratified.
3.
The approval (on an advisory, non-binding basis) of the compensation of the Company’s named executive officers.
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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3,784,844
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777,344
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11,301
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4,590,096
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The
proposal to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, was
approved.
4.
The approval (on an advisory, non-binding basis), the frequency of the future advisory votes on the compensation of the Company’s
named executive officers (whether once every year, every two years or three years).
EVERY YEAR
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EVERY TWO YEARS
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EVERY THREE YEARS
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ABSTAIN
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BROKER NON-VOTES
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3,504,593
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25,143
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1,027,982
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15,771
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4,590,096
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The
stockholders approved, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of the Company’s
named executive officers to be held every year.