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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Annual Meeting of Stockholders
On September 9, 2019, RF Industries, Ltd.
(the “Company”) held its Annual Meeting at the offices of CohnReznick, LLP, 11452 El Camino Real, Suite 100,
San Diego, CA 92130. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described
in more detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on July 29,
2019. At the Annual Meeting, 7,999,529 shares, or approximately 85.46% of all outstanding shares of common stock, were present
either in person or by proxy. The following is a brief description of each matter voted upon and the certified results, including
the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect
to each matter.
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Proposal 1: to elect Robert Dawson and Sheryl Cefali to the Company’s Board of Directors as Class III directors,
for a three-year term expiring at the 2022 Annual Meeting;
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Proposal 2: an advisory vote of the frequency of future advisory votes on compensation of the Company’s named
executive officers;
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Proposal 3: a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers
as disclosed in the Proxy Statement;
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Proposal 4: a proposal to ratify CohnReznick LLP as the Company’s independent registered public accounting firm
for the fiscal year ending October 31, 2019.
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Voting Results
Proposal 1: Robert Dawson and Sheryl
Cefali were elected as directors on the following vote:
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Robert Dawson was elected with 4,491,522 “FOR” votes and 268,866 “WITHHELD” votes;
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Sheryl Cefali was elected with 4,481,610 “FOR” votes and 278,778 “WITHHELD” votes.
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In addition, there were 3,239,141 broker
non-votes in connection with this proposal.
Proposal 2: The advisory vote on
the frequency of the advisory votes on the compensation of our named executive officers, the voting was 4,282,292 votes for ONE
year, 28,054 votes for TWO years, and 421,855 votes for THREE years. In addition, 28,187 shares abstained from voting on this proposal,
and there were 3,239,141 broker non-votes in connection with this proposal.
Proposal 3: This proposal was approved
with 4,434,409 “FOR” votes, 295,089 “AGAINST” votes and 30,890“ABSTAIN” votes. There were 3,239,141
broker non-votes in connection with this proposal.
Proposal 4: This proposal was approved
with 7,880,852“FOR” votes, 29,506 “AGAINST” votes and 89,171 “ABSTAIN” votes. There were no
broker non-votes in connection with this proposal.
As previously reported above, at the Annual
Meeting the Company’s stockholders recommended, on an advisory basis, that the Company include a stockholder advisory vote
on executive compensation in the Company’s proxy materials every year. At the Board of Directors meeting held on September
9, 2019 immediately following the Annual Meeting, the Company’s Board of Directors decided to follow the stockholders’
recommendation and to include on an annual basis the stockholder say-on-pay advisory vote on the compensation of the named executive
officers in future proxy statements until the next required vote on the frequency of stockholder votes on the compensation of executives.