Item 5.07 Submission of Matters to a Vote of Security Holders

On May 16, 2022, Cano Health, Inc. (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting"). There were 481,749,071 shares of the Company's Class A common stock and Class B common stock outstanding and entitled to vote at the Annual Meeting. 433,064,494 shares of the Company's Class A common stock and Class B common stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum for the purpose of transacting business.

At the Annual Meeting, the Company's stockholders voted upon the following four matters:

1. The election of Dr. Lewis Gold, Barry S. Sternlicht and Solomon D. Trujillo as Class I directors, each to serve on the Company's Board of Directors for a three-year term and until their respective successors are duly elected and qualified.

2. The approval of a non-binding advisory resolution regarding the compensation of the Company's named executive officers.

3. The approval of a non-binding advisory resolution on whether an advisory vote on executive compensation should be held every one, two or three years.

4. The ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022.

The final voting results for each proposal are set forth below:

Proposal 1 - Election of Class I Directors



  Director Nominee      Votes For     Withheld    Broker Non-Vote
Dr. Lewis Gold         389,739,710   24,442,791     18,881,993
Barry S. Sternlicht    366,809,590   47,372,911     18,881,993
Solomon D. Trujillo    392,105,689   22,076,812     18,881,993


Each of the three director nominees listed above received the number of votes set forth opposite his name, constituting in each case a plurality of the votes cast at the Annual Meeting for the election of such director to serve on the Board of Directors for a term of three years and until his successor is duly elected and qualified.

Proposal 2 - Advisory Vote on Compensation of Named Executive Officers


                                                 Number
                         Votes For            400,342,807
                         Votes Against         13,314,689
                         Abstentions            525,005
                         Broker Non-Votes      18,881,993


The non-binding advisory resolution regarding the compensation of the Company's named executive officers was approved by the affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting.



Proposal 3 - Advisory Vote on Frequency of an Advisory Vote on Compensation of
Named Executive Officers

    1 Year       2 Years     3 Years    Abstentions    Broker Non-Vote
   410,348,928   1,448,818     133,435      2,251,320        18,881,993


An advisory vote on executive compensation to be held annually received the highest number of votes of the shares of common stock present or represented by proxy at the Annual Meeting.




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Proposal 4 - Ratification of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2022



                                               Number
                           Votes For        414,996,206
                           Votes Against     17,977,823
                           Abstentions         90,465


The ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved by the affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting.

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