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

On June 16, 2021, CuriosityStream Inc. (the "Company") held its 2021 annual meeting of stockholders (the "Annual Meeting"). The Annual Meeting was held in a virtual format. Of the 52,576,363 shares of the Company's common stock that were issued and outstanding as of April 20, 2021, the record date, and entitled to vote at the Annual Meeting, a total of 36,084,488 shares (68.63%) were present or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

At the Annual Meeting, the stockholders (i) elected all three director nominees to the Company's board of directors, each to serve a three-year term expiring at the 2024 annual meeting of stockholders, and (ii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

Under the Company's Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the vote necessary for the election of directors is the affirmative vote of a plurality of the votes cast by the stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon; votes withheld and broker non-votes for the election of directors have no effect on such vote. The vote necessary for the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 is the affirmative vote of a majority of the votes cast by the stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon; abstentions and broker non-votes for the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 have no effect on such vote.

The proposals below are described in detail in the Company's definitive proxy statement filed on April 29, 2021 with the Securities and Exchange Commission.

The voting results, as certified in the Final Report of the Inspector of Elections, are as follows:

Proposal 1-Election of Directors. The vote to elect each of the three directors nominated by the board of directors as Class I directors, to serve until the 2024 annual meeting of stockholders or until their respective successors are duly elected and qualified, was:





                                                         BROKER
DIRECTOR NOMINEES      VOTES FOR        WITHHELD        NON-VOTES
Andrew Hendricks        27,060,887       2,550,167       6,473,434
Elizabeth Hendricks     28,500,491       1,110,563       6,473,434
Patrick Keeley          29,408,747         202,307       6,473,434

Proposal 2-Ratification of Independent Registered Public Accounting Firm for 2021(1). The vote to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 was:





VOTES FOR    VOTES AGAINST   ABSTAIN
35,973,559      100,226      10,703

(1) No broker non-votes were received for Proposal 2.


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