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

On May 20, 2021, Everbridge, Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following five proposals: (i) to elect nominees for director to hold office until the 2024 Annual Meeting of Stockholders ("Proposal 1"); (ii) to ratify the selection by the Audit Committee of the Company's board of directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021 ("Proposal 2"); (iii) to approve, on an advisory basis, the compensation of the Company's named executive officers ("Proposal 3"); (iv) to approve an amendment to the Company's Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to declassify its board of directors after the Annual Meeting ("Proposal 4"); and (v) to approve an amendment to the Company's Certificate of Incorporation to eliminate the supermajority voting requirement for amendments to the Certificate of Incorporation and stockholder amendments to the Company's Amended and Restated bylaws ("Proposal 5"), as disclosed in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 7, 2021 (the "Proxy Statement"), each of which is described in more detail in the Company's Proxy Statement. The following tables sets forth the certified voting results, including 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 Directors

The Company's stockholders elected each of the nominees listed below.



Nominee        Votes For        Votes Withheld       Broker Non-Votes
Alison Dean     31,749,342              429,799              1,923,702
Kent Mathy      31,359,712              819,429              1,923,702
Simon Paris     29,485,350            2,693,791              1,923,702

Proposal 2 - Ratification of the Selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2021

The Company's stockholders approved Proposal 2.



Votes For      Votes Against   Abstentions   Broker Non-Votes
33,911,955         7,075         183,813            0

Proposal 3 - Approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement

The Company's stockholders approved Proposal 3.

Votes For Votes Against Abstentions Broker Non-Votes 28,011,226 3,955,808 212,107 1,923,702

Proposal 4 - Approval of an amendment to the Company's Certificate of Incorporation to declassify its board of directors after the Annual Meeting

The Company's stockholders approved Proposal 4.

Votes For Votes Against Abstentions Broker Non-Votes 31,957,064 36,486 185,591 1,923,702

Proposal 5 - Approval of an amendment to the Company's Certificate of Incorporation to eliminate the supermajority voting requirement for amendments to the Certificate of Incorporation and stockholder amendments to the Company's Amended and Restated bylaws.

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The Company's stockholders approved Proposal 5.

Votes For Votes Against Abstentions Broker Non-Votes 31,954,821 18,930 205,390 1,923,702

There were no abstentions for any of the Proposals voted on at the Annual Meeting.

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