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

On May 28, 2020, Vector Group Ltd. held its 2020 annual meeting of stockholders, where stockholders considered and voted upon the following proposals: Proposal 1: Election of Directors. Each of the directors nominated was elected based on the following votes:


      Nominee             For        Withheld     Broker Non-Votes (1)

Bennett S. LeBow      87,711,952    18,383,117              28,059,441
Howard M. Lorber      87,940,477    18,154,592              28,059,441
Ronald J. Bernstein   87,688,063    18,407,006              28,059,441
Stanley S. Arkin      53,433,042    52,662,027              28,059,441
Henry C. Beinstein    86,767,914    19,327,155              28,059,441
Paul V. Carlucci      55,122,130    50,972,939              28,059,441
Jean E. Sharpe        61,479,931    44,615,138              28,059,441
Barry Watkins         87,002,767    19,092,302              28,059,441

(1) Under the Company's governing documents, broker non-votes have no effect on the outcome of the matter acted on. Proposal 2: Advisory approval of executive compensation (say on pay). The advisory vote to approve the compensation of the Company's named executive officers received the following votes:

For Against Abstain Broker Non-Votes (1) 33,205,768 72,298,306 590,995

              28,059,441

(1) Under the Company's governing documents, broker non-votes have no effect on the outcome of the matter acted on. Proposal 3: Approval of ratification of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2020. The selection of the independent registered public accounting firm received the following votes:


    For        Against    Abstain
132,758,638    972,789    423,083

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Proposal 4: Advisory approval of shareholder proposal regarding the adoption of a shareholder "proxy access" bylaw The stockholder proposal entitled "shareholder proxy access" received the following votes:


    For         Against     Abstain    Broker Non-Votes (1)
20,027,713    85,187,338    880,019              28,059,440

(1) Under the Company's governing documents, broker non-votes have no effect on the outcome of the matter acted on.

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