Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory arrangements of Certain Officers.

On July 12, 2022, AeroClean Technologies, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on four proposals (as further described in Item 5.07 herein) including, an amendment to the Company's 2021 Incentive Award Plan (the "2021 Plan"), to increase the number of shares reserved for issuance thereunder (the "Plan Amendment") from 1,663,916 shares to 3,163,916 shares (this latter number does not take into account any future increases to the share reserve due to the operation the 2021 Plan's evergreen provision).

A description of the material terms of the Plan Amendment is set forth under the heading "Proposal 2: Amendment to the Company's 2021 Incentive Award Plan" in the Company's definitive proxy statement filed with the Securities and Exchange Commission ("SEC") on June 10, 2022 (the "Proxy Statement"), which description is hereby incorporated by reference.

The foregoing summary is qualified in its entirety by reference to (1) the full text of the 2021 Plan, which is filed as Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed with the SEC on November 29, 2021 and (2) the full text of the Plan Amendment, a copy of which is filed as Annex A to the Proxy Statement, and in each case, which is incorporated by reference herein.

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

The Annual Meeting was a virtual meeting held over the Internet via live webcast. Present at the Annual Meeting in person or by proxy were holders of 11,016,135 shares of the Company's common stock, constituting a quorum for the transaction business. The proposals voted upon at the Annual Meeting and the vote with respect to each such matter are set forth below:

(1) the election of six directors to the Company's board of directors (the


     "Board");



 (2) the Plan Amendment;

(3) ratification of the appointment of Citrin Cooperman & Company, LLP ("Citrin")

to serve as the Company's independent auditor for the 2022 fiscal year; and

(4) the approval, for purposes of complying with Listing Rule 5635(d) of The

Nasdaq Stock Market LLC ("Listing Rule 5635(d)"), of the sale in a private
     placement of units comprised of (i) 1,500,000 shares of the Company's common
     stock and (ii) warrants exercisable into 1,500,000 shares of the Company's
     common stock at an exercise price of $11.00 per share, with such units being
     sold for $10.00 per unit (the "Private Placement").

For more information regarding the foregoing proposals, please see the Company's Proxy Statement dated June 10, 2022 and the supplement thereto dated July 7, 2022, both of which were filed with the SEC pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

Proposal 1-Election of Directors

The nominees listed below were elected to the Board, each to serve until the 2023 annual meeting of stockholders and until their respective successor is duly elected and qualified or until his or her earlier death, resignation, or removal, with the respective votes set forth opposite to each nominee's name:





Director                     Votes For       Votes Withheld      Broker Non-Votes
Amin J. Khoury, PhD (Hon)     10,302,142           9,332               704,661
David Helfet, M.D.            10,290,148           21,326              704,661
Michael Senft                 10,290,248           21,226              704,661
Thomas P. McCaffrey           10,289,750           21,724              704,661
Heather Floyd                 10,290,153           21,321              704,661
Timothy Scannell              10,288,202           23,272              704,661

Proposal 2-2021 Incentive Award Plan

The stockholders approved the Plan Amendment by the following vote:





Votes For       Votes Against       Votes Abstain      Broker Non-Votes
10,250,846           56,105               4,523              704,661

Proposal 3-Auditor Ratification Proposal

The appointment of Citrin as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by the following vote:





Votes For       Votes Against       Votes Abstain      Broker Non-Votes
10,914,657           10,551              90,927                    0

Proposal 4-Private Placement

The Company's stockholders approved, for purposes of complying with Listing Rule 5635(d), the Private Placement by the following vote:





Votes For      Votes Against       Votes Abstain      Broker Non-Votes
9,608,472             353                4,227              831,804

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.
  10.1*       Amendment to the AeroClean Technologies, Inc. 2021 Incentive Award
            Plan (incorporated by reference to Annex A to the Company's
            definitive proxy statement on Schedule 14A, filed with the SEC on
            June 10, 2022.
104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the inline XBRL document)

* Management contract or compensatory plan or arrangement.

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