Cosmos Health Inc.

21/11/2024 | Press release | Distributed by Public on 21/11/2024 22:31

Proxy Results Form 8 K

Item 5.07

Submission of Matters to a Vote of Security Holders.

On November 19, 2024, Cosmos Health Inc. (the "Company") held its Annual Meeting of Shareholders (the "Meeting"). The following matters were submitted to a vote of the Company's shareholders at the Meeting: (1) the election of each of the six nominees for director; (2) the approval the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants Issued in connection with a warrant inducement; (3) the ratification of the appointment of the Company's independent registered public accounting firm; (4) the approval of the Company's 2024 Omnibus Equity Incentive Plan; and (4) the authorization of the Board of Directors to amend the Articles of Incorporation to effect reverse stock splits of the Company's outstanding common stock at their discretion..

At the Meeting, a total of 11,380,976 shares of common stock of the Company (the "Common Stock") voted in person or by proxy, out of 21,014,049 outstanding shares of Common Stock entitled to vote at the Meeting. This constituted approximately fifty-four (54%) percent of the issued and outstanding shares which is in excess of the one-third required for a quorum. Set forth below is the number of votes cast for, for, against, withheld, abstentions, broker non-votes and voting percentages as to each matter.

1.

Election of Directors:

Nomination

For

Withheld

% Votes Affirmative

01 - Grigorios Siokas

10,327,893 1,070,083 90.61 %

02 - Demetrios G. Demetriades

8,510,238 2,860,738 74.84 %

03 - John J. Hoidas

7,859,458 3,469,518 69.37 %

04 - Dr. Anastasios Aslidis

9,536,525 1,834,451 83.87 %

05 - Dr. Manfred Ziegler

7,953,659 3,417,317 69.95 %

06 - Suhel Bhutawala

8,030,876 3,340,100 70.63 %

2.

To approve the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement:

For

Against

Abstain

% Votes Affirmative

8,006,042

3,358,884 6,050 70.41 %

3.

To ratify the appointment of the Company's independent registered public accounting firm:

For

Against

Abstain

% Votes Affirmative

11,334,396

33,015 3,565 99.68 %

4.

To approve the Company's 2024 Omnibus Equity Incentive Plan:

For

Against

Abstain

% Votes Affirmative

8,897,693

2,456,108 17,175 78.25 %

5.

To authorize the Board of Directors to amend the Articles of Incorporation to effect reverse stock splits of the Company's outstanding common stock at their discretion:

For

Against

Abstain

% Votes Affirmative

10,518,860

858,387 3,729 92.42 %

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