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 1, 2024, DecisionPoint Systems, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting"), at which the Company's stockholders considered certain proposals related to the Agreement and Plan of Merger, dated April 30, 2024 (as it may be amended from time to time, the "Merger Agreement"), by and among the Company, Barcoding Derby Buyer, Inc., a Delaware corporation ("Parent"), and Derby Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, MergerCo will merge with and into the Company (the "Merger") with the Company continuing as the surviving corporation and wholly owned subsidiary of Parent. At the Special Meeting, 5,279,129 shares of the Company's common stock were virtually present or represented by proxy, representing approximately 68.7% of the voting power of the 7,681,000 shares of the Company's common stock issued and outstanding and entitled to vote on May 24, 2024, the record date for the Special Meeting, which constituted a quorum to conduct business at the Special Meeting under the Company's bylaws.

The parties expect the Merger to be completed on July 5, 2024, subject to the remaining conditions set forth in the Merger Agreement.

The following are the voting results of the proposals considered and voted upon at the Special Meeting, each of which is described in detail in the Company's definitive proxy statement, dated May 31, 2024, which was first mailed to the Company's stockholders on or about May 31, 2024. There were no recorded broker non-votes.

Proposal 1: The Merger Proposal

The following votes were cast at the Special Meeting (in person or by proxy) with respect to the proposal to adopt the Merger Agreement (the "Merger Proposal") and the Merger Proposal was approved:

	Votes For		Votes Against		Abstentions
	5,239,363		603		39,163

Proposal 2: The Compensation Proposal

The following votes were cast at the Special Meeting (in person or by proxy) with respect to the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal") and the Compensation Proposal was approved:

	Votes For		Votes Against		Abstentions
	4,781,893		380,740		116,496

Proposal 3: The Adjournment Proposal

In light of the approval of the Merger Proposal, Proposal 3 described in the Company's definitive proxy statement (relating to adjournment of the Special Meeting, if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.

No other business properly came before the Special Meeting.

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