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

Axonics, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on June 23, 2021. On April 27, 2021, the record date for determining stockholders entitled to vote at the Annual Meeting, there were 41,902,486 shares of the Company's common stock, par value $0.0001 per share ("Common Stock") outstanding. Holders of 35,617,205 shares of Common Stock (representing 85% of the shares of Common Stock outstanding on the Record Date) were present or represented by proxy at the Annual Meeting, constituting a quorum. During the Annual Meeting, the stockholders of the Company voted on four proposals described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2021. The results for each matter voted on by the stockholders during the Annual Meeting were as follows:

Proposal 1: The stockholders of the Company elected Raymond W. Cohen, Robert E. McNamara, Michael H. Carrel, Nancy Snyderman, M.D., FACS, Jane E. Kiernan and David M. Demski to the Board of Directors, each for a one-year term ending at the Annual Meeting of Stockholders to be held in 2022 and until their successor has been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders' vote with respect to the election of the directors were as follows:



   Nominee                         Term Expiring        For         Against      Abstain
   Raymond W. Cohen                    2022          31,837,165    2,160,610     24,073
   Robert E. McNamara                  2022          22,994,802    11,002,833    24,213
   Michael H. Carrel                   2022          22,964,298    11,033,542    24,008
   Nancy Snyderman, M.D., FACS         2022          23,282,323    10,715,392    24,133
   Jane E. Kiernan                     2022          33,812,080     185,760      24,008
   David M. Demski                     2022          33,991,156      6,578       24,114

Broker Non-Votes: 1,595,357

Proposal 2: The stockholders of the Company ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the stockholders' vote with respect to such ratification were as follows:



                              For         Against     Abstain
                           35,610,066      2,332       4,807

Proposal 3: The proposal seeking approval, on an advisory basis, of the compensation of the named executive officers of the Company was approved by the Company's shareholders, as set forth below:



                              For         Against     Abstain
                           31,371,979    2,641,296     8,573

Broker Non-Votes: 1,595,357

Proposal 4: The proposal seeking approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the named executive officers of the Company was approved by the Company's shareholders, as set forth below:



                      One Year    Two Years   Three Years     Abstain
                     33,043,009     7,410       961,980        9,449



Broker Non-Votes: 1,595,357


Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.

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Exhibit No.                                                Description
104                           Cover Page Interactive Date File - the cover page XBRL tags are
                              embedded within the Inline XBRL document.

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