AWARE INC /MA/ : Submission of Matters to a Vote of Security Holders (form 8-K)

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

On May 20, 2020, we held an annual meeting of stockholders. A total of 21,521,886 shares of our common stock were outstanding as of April 1, 2020, the record date for the annual meeting. The first matter acted upon at the annual meeting was the election of two Class III directors of our board of directors. Our stockholders elected Robert A. Eckel and Peter R. Faubert as members of our board of directors as Class III directors for a three-year term. The final results of the vote, as reported by our inspector of elections, were as follows:

Nominee          For        Withheld
Robert A. Eckel  12,385,999 258,725
Peter R. Faubert 12,384,137 260,587

The second matter acted upon at the annual meeting was an advisory vote on the approval of named executive officer compensation. Our stockholders approved, on an advisory basis, the compensation of individuals identified in the Summary Compensation Table, as disclosed in the Aware, Inc. 2020 proxy statement pursuant to the compensation disclosure rules of the SEC. The final results of the vote, as reported by our inspector of elections, were as follows:

For        Against Abstain
12,209,502 346,893 88,329

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