0000948708FALSE00009487082023-06-062023-06-06

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Item 5.07Submission of Matters to a Vote of Security Holders.

(a)    On June 6, 2023, Smith Micro Software, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting").

(b)    Eight proposals were submitted by the Board to stockholders at the 2023 Annual Meeting. The proposals are described in detail in the Company’s proxy statement for the 2023 Annual Meeting filed with the Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”). The Company’s outstanding common stock, par value $0.001 per share, was the only class of securities entitled to vote on proposals 1-8 at the 2023 Annual Meeting. At the beginning of the 2023 Annual Meeting, there were 44,560,873 shares of common stock present or represented by proxy at the meeting, which represented 73.54% of the shares of common stock entitled to vote at the 2023 Annual Meeting, which constituted a quorum for the transaction of business at the 2023 Annual Meeting.

The final results of the voting on each proposal are set forth below.

1.    Stockholders elected three directors to the Company’s Board of Directors to hold office until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified. The votes on this proposal were as follows:

2.    Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The votes on this proposal were as follows:

3.    Stockholders approved, on a non-binding advisory basis, a proposal to hold future advisory votes on the compensation of our named executive officers every year. The votes on this proposal were as follows:

4.    Stockholders ratified the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes on this proposal were as follows:

5.    Stockholders approved an amendment to the Smith Micro Software, Inc. 2015 Omnibus Equity Incentive Plan. The votes on this proposal were as follows:

6.    Stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of our common stock underlying the senior secured convertible notes and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated August 11, 2022, in an amount that may be equal to or exceed 20% of our common stock outstanding. The votes on this proposal were as follows:

7.    Stockholders did not approve a proposed amendment and restatement of the Company’s amended and restated certificate of incorporation. The votes on this proposal were as follows:

8.    Stockholders approved a proposal to permit the adjournment of the 2023 Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of proposals no. 6 or 7, however the Company did not adjourn the meeting to solicit additional votes for proposal 7. The votes on this proposal were as follows:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.