Submission of Matters to a Vote of Security Holders Form 8 K

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

On July 5, 2024, Neonode Inc. (the "Company") held its 2024 Annual Meeting of Stockholders. The following matters were submitted to the Company's stockholders:

Proposal 1: Election of Director

Mrs. Cecilia Edström was reelected to the Board of Directors for a three-year term as a Class I director. The results of the votes were as follows:

Proposal

Votes For

Withheld

Broker Non-Votes

Elect Cecilia Edström to a three-year term to the Board of Directors

4,376,822

97,596

686,244

Proposal 2: Ratification of Independent Registered Public Accounting Firm

On June 24, 2024, the Company filed a Current Report on Form 8-K announcing that on May 20, 2024, the partners and professional staff of KMJ Corbin & Company LLP ("KMJ"), which was engaged as the independent registered public accounting firm of the Company, joined Crowe LLP ("Crowe"). As a result, KMJ resigned as the Company's independent registered public accounting firm on June 18, 2024, and the Audit Committee of the Company's Board of Directors approved the appointment of Crowe as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2024.

As a result of the resignation of KMJ, the Company withdrew Proposal 2 from the agenda of the Company's 2024 Annual Meeting of Stockholders, which requested that the Company's stockholders ratify the appointment of KMJ as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. In conjunction with the Company's 2025 Annual Meeting of Stockholders, the Company intends to ask stockholders to ratify the appointment of Crowe as the Company's independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending December 31, 2025.

Proposal 3: Say-On-Pay Vote

Stockholders indicated their approval, on an advisory basis, of the compensation of the Company's named executive officers. The results of the votes were as follows:

Proposal		Votes For			Votes Against			Abstentions			Broker Non-Votes
Advisory vote on named executive officer compensation			4,396,930				52,452				1,848				709,430

Proposal 4: Say-On-Frequency Vote

Stockholders indicated their choice of the option of every one year as the preferred frequency for the advisory vote of the compensation of the Company's named executive officers. The results of the votes were as follows:

Proposal		One Year			Two Years			Three Years			Abstentions			Broker Non-Votes
Frequency of advisory vote on named executive officer compensation			4,437,968				1,055				8,206				4,003				709,430

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