Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 20, 2024, Azitra, Inc. held its 2024 Annual Meeting of Stockholders, for the purposes of:

	●	Electing four (4) directors, each to serve until our 2025 Annual Meeting of Stockholders;
	●	Approving an amendment to our 2023 Stock Incentive Plan ("Plan") to increase the number of shares reserved under the Plan by 1,144,401 shares;
	●	Approving an amendment to the Plan for the adoption of an evergreen provision to the Plan providing for an automatic annual increase in the shares of common stock available for issuance under the Plan over the next 10 years; and
	●	Ratifying the appointment of Grassi & Co., CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

All of the persons nominated to serve on our board of directors, namely Francisco D. Salva, Travis Whitfill, Barbara Ryan and John Schroer, were elected to our board of directors, with shares voted as follows:

Name		For			Withheld			Broker Non-Votes
Francisco D. Salva			833,171				144,978				2,109,402
Travis Whitfill			833,791				144,358				2,109,402
Barbara Ryan			849,891				128,258				2,109,402
John Schroer			850,311				127,838				2,109,402

In addition, our shareholders approved an amendment to the Plan to increase the number of shares reserved under the Plan by 1,144,401 shares, with shares voted as follows:

For			663,277
Against			291,773
Abstain			23,099

There were 2,109,402 broker non-votes on the approval the above amendment to our Plan.

In addition, our shareholders approved an amendment to the Plan for the adoption of an evergreen provision to the Plan providing for an automatic annual increase in the shares of common stock available for issuance under the Plan over the next 10 years, with shares voted as follows:

For			751,718
Against			191,413
Abstain			35,017

There were 2,109,402 broker non-votes on the approval the amendment to our 2021 Stock Incentive Plan.

In addition, our shareholders ratified the appointment of Grassi & Co., CPAs, P.C as our independent registered public accounting firm for the fiscal year ending December 31, 2024, with shares voted as follows:

For			2,921,438
Against			111,636
Abstain			54,476

There were no broker non-votes on the ratification of our independent registered public accounting firm.

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