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

On June 2, 2022, DZS Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on two proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A, as filed with the U. S. Securities and Exchange Commission on April 19, 2022 (the "Proxy Statement"). Of the 27,604,655 shares of common stock outstanding and entitled to vote, 20,417,962 shares, or 73.96%, were represented in person or by proxy at the Annual Meeting. The following is a brief description of each matter voted upon and the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter:

Proposal 1 - Election of Class III Directors

Stockholders elected each of the two nominees for Class III director to serve until the Company's 2025 Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified. The voting results were as follows:


                 Votes For    Votes Withheld   Broker Non-Votes

Min Woo Nam 17,647,214 1,523,992 1,246,756

Charles D. Vogt 19,034,896 136,310 1,246,756

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:



Votes For    Votes Against   Abstain
20,404,812       7,467        5,683

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