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 June 27, 2024, the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of AgEagle Aerial Systems Inc. (the "Company") was held. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.

1. Election of Directors.

The following five (5) director nominees were elected to serve as directors of the Company, with the following votes tabulated:

		For			Withheld			Broker Non-Vote
William Irby			1,877,343				254,041				2,083,345
Grant Begley			1,850,229				281,155				2,083,345
Thomas Gardner			1,846,681				284,703				2,083,345
Kelly J. Anderson			1,862,219				269,165				2,083,345
Malcolm Frost			1,879,597				251,787				2,083,345

2. Advisory Vote on Compensation of Named Executive Officers ("Say-on-Pay").

The compensation of the Company's named executive officer was approved, on an advisory basis, with the following votes tabulated:

For			Against			Abstain			Broker Non-Vote
	1,687,623				339,782				52,724				2,083,345

3. Ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

The appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, with the following votes tabulated:

For			Against			Abstain			Broker Non-Vote
	3,847,087				263,690				52,697				0

4. Approval of the issuance of shares of the Company's common stock representing more than 20% of the Company's common stock outstanding upon conversion of the convertible note in accordance with NYSE American Rule 713(a)(ii).

The issuance of shares of the Company's common stock representing more than 20% of the Company's common stock outstanding upon conversion of the convertible note in accordance with NYSE American Rule 713(a)(ii) was not approved, with the following votes tabulated:

For			Against			Abstain			Broker Non-Vote
	567,286				393,441				1,119,402				2,083,345

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