ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On November 23, 2022, BitNile Holdings, Inc. (the "Company") convened its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). As of the close of business on September 26, 2022, the record date for the Annual Meeting, 340,069,402 shares of common stock of the Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on seven proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 23, 2022. Stockholders approved proposals 1, 2, 3, 6 and 7, and rejected proposals 4 and 5 presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company's stockholders.

Proposal One: The election of seven director nominees named by the Company to hold office until the next annual meeting of stockholders.





                                                               Broker
                          For        Against      Abstain    Non-Votes
Milton C. Ault, III    90,834,197   30,340,778   2,579,705   56,056,879
William B. Horne       90,677,623   29,417,886   3,659,171   56,056,879
Henry C. Nisser        90,370,757   29,506,305   3,877,618   56,056,879
Robert O. Smith        89,317,969   30,276,495   4,160,216   56,056,879
 Howard Ash            89,816,820   29,779,262   4,158,598   56,056,879
Jeffrey A. Bentz       91,341,683   28,177,259   4,235,738   56,056,879

Mordechai Rosenberg 91,719,337 27,709,155 4,326,188 56,056,879

Proposal Two: The ratification of Marcum LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.





    For        Against      Abstain    Broker Non-Votes
158,508,739   16,521,406   4,781,414          0

Proposal Three: Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.





   For        Against      Abstain    Broker Non-Votes
77,723,245   43,326,219   2,705,216      56,056,879

Proposal Four: Approval of the amendment to the Company's Certificate of Incorporation to increase the authorized shares of Class A Common Stock (the "Common Stock") from 500,000,000 to 1,250,000,000.





    For        Against      Abstain    Broker Non-Votes
107,500,647   70,676,809   1,634,103          0

Proposal Five: Approval of the 2022 equity issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American.

For Against Abstain Broker Non-Votes 39,180,606 38,678,033 45,896,041 56,056,879

Proposal Six: Approval of the acceleration of the vesting of certain unvested stock grants made in August of 2021 to current members of our board of directors, consisting of an aggregate of 1,000,000 shares of Common Stock, in order to comply with the listing rules of the NYSE American.





   For        Against      Abstain    Broker Non-Votes
79,784,402   39,877,807   4,092,471      56,056,879




Proposal Seven: Approval of the BitNile Holdings, Inc. 2022 Stock Incentive
Plan.



   For        Against      Abstain    Broker Non-Votes
79,407,581   42,057,883   2,289,216      56,056,879

ITEM 7.01 REGULATION FD DISCLOSURE

On November 23, 2022, the Company issued a press release announcing the results of the Annual Meeting, which press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

On November 23, 2022, the Company also issued a press release announcing that that its Board of Directors has declared a pro rata dividend to the Company's stockholders of (i) 140 million shares of common stock of Imperalis Holding Corp. (to be renamed TurnOnGreen, Inc.) ("TurnOnGreen"), which represents approximately 81% of the outstanding shares of TurnOnGreen common stock, and (ii) warrants to purchase an additional 140 million shares of TurnOnGreen common stock (the "Distribution Securities"). The press release also announced that BitNile stockholders of record as of the close of business on December 30, 2022 will receive the Distribution Securities, which will be payable on January 5, 2023. This press release is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information under this item, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS






 (d) Exhibits:




Exhibit No.      Description

99.1               Press Release issued on November 23, 2022.
99.2               Press Release issued on November 23, 2022.
101              Pursuant to Rule 406 of Regulation S-T, the cover page is
                 formatted in Inline XBRL (Inline eXtensible Business Reporting
                 Language).
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document and included in Exhibit 101).

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