| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 1, 2022, Predictive Oncology Inc. (the
“Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). As of October 3, 2022, the record
date for the Annual Meeting, 78,521,264 shares of common stock of the Company were issued and outstanding. Each share of common stock
entitled its holder to cast one vote. Under the Company’s Second Amended and Restated Bylaws, the presence, in person or by proxy,
of the holders of one-third of such shares constituted a quorum for the transaction of business at the Annual Meeting. The items voted
on at the Annual Meeting and the results of such voting are set forth below:
(1) The Company’s stockholders elected two Class
I members, Chuck Nuzum and Daniel E. Handley, M.S., Ph.D., to the Company’s Board of Directors. The stockholders present in person
or by proxy cast the following numbers of votes in connection with the election of directors:
Nominee | |
Votes For | |
Votes Withheld |
Chuck Nuzum | |
| 17,327,984 | | |
| 8,313,223 | |
Daniel E. Handley, M.S., Ph.D. | |
| 15,886,840 | | |
| 9,754,367 | |
(2) The Company’s stockholders ratified the appointment
of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2022. There were 31,958,683 votes cast for the proposal; 4,713,124 votes cast against the proposal; 588,435 votes abstained, and there
were no broker non-votes.
(3) The Company’s stockholders approved a proposal
to amend the Company’s Amended and Restated 2012 Stock Incentive Plan to increase the reserve of shares of common stock authorized
for issuance thereunder from 3,250,000 to 5,750,000 (the “Plan Increase Proposal”). There were 14,173,961 votes cast for the
proposal; 11,069,344 votes cast against the proposal; 397,902 votes abstained, and there were 11,619,035 broker non-votes.
(4) Pursuant to an advisory “say-on-pay”
vote, the Company’s stockholders approved the compensation of the Company’s executive officers as described in the Company’s
proxy statement. There were 13,336,538 votes cast for the proposal; 11,882,246 votes cast against the proposal; 422,423 votes abstained,
and there were 11,619,035 broker non-votes.
(5) Pursuant to an advisory vote regarding the frequency
of future “say-on-pay” votes, the Company’s stockholders approved conducting “say-on-pay” votes every year.
There were 18,201,538 votes cast for conducting “say-on-pay” votes every year; 415,485 votes cast for conducting “say-on-pay”
votes every two years; and 4,030,636 votes cast for conducting “say-on-pay” votes every three years. 2,993,547 votes abstained,
and there were 11,619,036 broker non-votes.
The Company will consider the outcome of this advisory
vote and will determine the frequency with which it will hold future say-on-pay votes, which determination will be disclosed on an amendment
to this Current Report on Form 8-K within 150 calendar days in accordance with Item 5.07(d) of Form 8-K.
(6) The Company’s stockholders did not approve
a proposal to adjourn the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were
insufficient votes to approve the Plan Increase Proposal (Proposal 3) at the time of the Annual Meeting or if the Company did not have
a quorum. There were 12,361,835 votes cast for the proposal; 14,035,330 votes cast against the proposal; 602,196 votes abstained, and
there were 10,260,881 broker non-votes.
No other items were presented for shareholder approval
at the Annual Meeting.