ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)

The 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting") of VirnetX Holding Corporation (the "Company") was held on May 29, 2020. Present at the Annual Meeting in person or by proxy were holders of 59,999,420 shares of the Company's common stock, representing 79.05% of the voting power of the shares of the Company's common stock as of April 1, 2020, the record date for the 2020 Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the 2020 Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.

(b)

At the 2020 Annual Meeting, the Company's stockholders (i) elected the Company's nominees for Class I directors, (ii) ratified the appointment of Farber Hass Hurley LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2020 and (iii) approved, on an advisory basis, the compensation of the Company's named executive officers.



Proposal 1: Election of two Class I directors to serve until the 2023 Annual
Meeting of Stockholders:

               Votes For    Votes Withheld   Broker Non-Votes
Kendall Larsen 25,323,434        2,156,712         28,519,274
Gary W. Feiner 20,590,035        6,890,111         28,519,274

Proposal 2: Ratification of the appointment of Farber Hass Hurley LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020:



Votes For    Votes Against   Abstentions
54,387,954       1,160,883       450,583



Proposal 3: Advisory vote to approve the compensation of the Company's named
executive officers:

Votes For    Votes Against   Abstentions   Broker Non-Votes
23,517,463       3,316,268       646,415         28,519,274

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