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 28, 2024, Ault Alliance, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). As of the close of business on May 6, 2024, the record date for the Annual Meeting, the Company had outstanding and entitled to vote (i) 30,065,339 shares of the Company's Class A common stock, par value $0.001 per share (the "Common Stock"), and (ii) 44,000 shares of the Company's Series C Convertible Preferred Stock, which together with the Common Stock constitute all of the outstanding voting capital stock of the Company.

At the Annual Meeting, the stockholders voted on six proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 8, 2024. At the Annual Meeting stockholders appointed six (6) directors and approved proposals 2, 3, 4, 5 and rejected proposal 6, each of which were presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company's stockholders.

Proposal One: The election of six director nominees named by the Company to hold office until the next annual meeting of stockholders.

		For		Against		Abstain		Broker Non-Votes
Milton C. Ault, III		3,262,058		1,850,941		465,018		6,299,644
William B. Horne		3,343,924		1,308,692		925,401		6,299,644
Henry C. Nisser		3,338,378		1,304,332		935,307		6,229,644
Robert O. Smith		3,361,994		1,283,128		932,895		6,229,644
Jeffrey A. Bentz		3,309,664		1,333,936		934,417		6,299,644
Mordechai Rosenberg		3,331,319		1,312,487		934,211		6,299,644

Proposal Two: The ratification of Marcum LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

For		Against		Abstain		Broker Non-Votes
9,868,217		1,763,739		245,705		0

Proposal Three: Approval of, pursuant to Rule 713(a) and (b) of the NYSE American, the exercise of the warrants to purchase the Company's Common Stock, which were issued pursuant to the Note Purchase Agreement dated October 13, 2023.

For		Against		Abstain		Broker Non-Votes
3,460,362		1,406,829		258,612		6,299,644

Proposal Four: Approval of, pursuant to Rule 713(a) and (b) of the NYSE American, the conversion of an aggregate of 75,000 shares of Series C Convertible Preferred Stock into Common Stock and warrants to purchase Common Stock, an increase of $25,000,000 beyond the original $50,000,000 for a total purchase price of up to $75,000,000, pursuant to an Amendment dated March 25, 2024 to the Securities Purchase Agreement dated November 6, 2023.

For		Against		Abstain		Broker Non-Votes
3,142,837		1,817,959		165,007		6,299,644

Proposal Five: Approval of the amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Common Stock by a ratio of not less than one-for-two and not more than one-for-thirty-five at any time prior to June 27, 2025, with the exact ratio to be set at a whole number within this range as determined by the board of directors in its sole discretion.

For		Against		Abstain		Broker Non-Votes
6,900,571		4,889,286		87,804		0

Proposal Six: Approval of the Ault Alliance, Inc. 2024 Stock Incentive Plan.

For		Against		Abstain		Broker Non-Votes
2,739,733		2,663,010		175,274		6,299,644

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