Item 5.07 Submission of Matters to a Vote of Security Holders

At the 2023 annual meeting of stockholders of Dave Inc. (the "Company") held on June 9, 2023 (the "Annual Meeting"), the following proposals were submitted to the stockholders of the Company:

Proposal 1: The election of two directors to serve as Class II directors for terms of three years expiring at the 2026 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal.

Proposal 2: The ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.

Proposal 3. The approval of a repricing of certain stock options issued under the Dave Inc. 2017 Stock Plan that are held by eligible service providers of the Company.

For more information about the foregoing proposals, see the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2023 (the "Proxy Statement"). Of the 11,916,613 shares of the Company's common stock entitled to vote at the Annual Meeting, 9,418,010 shares, or approximately 79.0% were represented at the meeting in person or by proxy, constituting a quorum. Each share of Class V Common Stock is entitled to 10 votes per share, while each share of Class A Common Stock is entitled to one vote per share. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:

Proposal 1: Election of Directors.

The Company's stockholders elected the following directors to serve as Class II directors until the 2026 annual meeting of stockholders. The votes regarding the election of the directors were as follows:



   Director       Votes For    Votes Withheld   Broker Non-Votes
Andrea Mitchell   15,946,001      198,601          6,900,146
  Dan Preston     15,877,593      267,009          6,900,146

Proposal 2: Ratification of Deloitte & Touche LLP.

The Company's stockholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding this proposal were as follows:



Votes For    Votes Against   Votes Abstaining
22,891,772      151,600           1,376

Proposal 3: Approval of a Repricing of Certain Stock Options Granted Under the Dave Inc. 2017 Stock Plan.

The Company's stockholders approved the repricing of certain stock options issued under the Dave Inc. 2017 Stock Plan that are held by eligible service providers of the Company. The votes regarding this proposal were as follows:

Votes For Votes Against Votes Abstaining Broker Non-Votes 15,752,042 390,766

           1,794            6,900,146

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