Proxy Results Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2024, at a special meeting of the stockholders (the "Special Meeting") of Know Labs, Inc. (the "Company"), the stockholders of the Company approved the adoption of an amendment to the Know Labs, Inc. 2021 Equity Incentive Plan (the "2021 Plan") in accordance with the voting results set forth below under Item 5.07. The 2021 Plan was originally approved by the Board of Directors of the Company (the "Board") on August 12, 2021 and on October 15, 2021 the 2021 Plan was approved by our stockholders.

At the Special Meeting, the stockholders approved an increase in the total number of shares of common stock available for issuance under the 2021 Plan to 40,000,000 shares plus (i) the number of shares added to the Plan pursuant to an automatic share increase provided for in Section 4.2 of the 2021 Plan and (ii) the sum of (A) any shares that, as of the date of stockholder approval of the 2021 Plan, have been reserved but not issued pursuant to any awards granted under the Company's 2011 Plan, and (B) any shares subject to stock options or similar awards granted under the 2011 Plan that, after the date of stockholder approval of the 2021 Plan, expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2011 Plan that are forfeited to or repurchased by the Company, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 7,592,825 (the "Plan Amendment"). The Plan Amendment was previously approved by the Board on September 11, 2024 subject to stockholder approval and was approved by our stockholders on October 25, 2024.

The primary purpose of the 2021 Plan is to attract and retain officers, employees and directors for our company and our subsidiaries; motivate them by means of appropriate incentives to achieve long-range goals; provide incentive compensation opportunities; and further align their interests with those of our stockholders through compensation that is based on our common stock. The 2021 Plan is administered by the Compensation Committee of the Board. The 2021 Plan provides for the issuance of awards consisting of: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted awards, (e) performance share awards, and (f) performance compensation awards.

The above description of the 2021 Plan and the Plan Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the 2021 Plan, as amended, a copy of which is attached hereto as Exhibit 10.1, and is incorporated by reference into this Item 5.02.The 2021 Plan is also described in detail in Proposal 2 of the Company's Proxy Statement filed with the Securities and Exchange Commission on October 7, 2024, which summary is incorporated in its entirety herein by reference.