INNOVATE CORP. : Submission of Matters to a Vote of Security Holders (form 8-K)

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

The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on June 16, 2022. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: Election of Directors

The holders of the shares of the Company's Common Stock and Preferred Stock, voting as a single class and with the Preferred Stock voting on an as-converted basis, voted to elect the following three nominees as members of the Board of Directors of the Company, each to hold office until the Company's 2023 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The results of the vote were as follows:

                                                                                     Broker
           Director Name               For            Against        Abstain       Non-Votes
           Avram A. Glazer          55,553,380       5,928,197       12,095        10,874,073
           Wayne Barr, Jr.          59,053,370       2,426,582       13,720        10,874,073
           Warren H. Gfeller        58,985,934       2,494,018       13,720        10,874,073

Proposal 2: Approval of Advisory Vote on the Compensation of the Company's Named Executive Officers ("Say on Pay Vote")

The holders of the Company's Common Stock and Preferred Stock, voting as a single class and with the Preferred Stock voting on an as-converted basis, voted to approve the non-binding, advisory proposal on the compensation of the Company's named executive officers. The results of the vote were as follows:

                                                                       Broker
                         For            Against        Abstain       Non-Votes
                      59,649,281       1,747,571       96,820        10,874,073

Proposal 3: Approval to extend the Final Expiration Date of the Tax Benefit Preservation Plan adopted by the Board on August 30, 2021 from August 30, 2022 to March 31, 2023

The holders of the Company's Common Stock and Preferred Stock, voting as a single class and with the Preferred Stock voting on an as-converted basis, voted to approve the extension of the Final Expiration Date of the Tax Benefit Preservation Plan adopted by the Board on August 30, 2021 from August 30, 2022 to March 31, 2023. The results of the vote were as follows:

                                                                       Broker
                         For            Against        Abstain       Non-Votes
                      59,857,302       1,192,225       444,145       10,874,073

Proposal 4: Ratification of the appointment of BDO USA, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022

The holders of the Company's Common Stock and Preferred Stock, voting as a single class and with the Preferred Stock voting on an as-converted basis, voted to ratify the appointment of BDO USA, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the vote were as follows:

                                                                      Broker
                         For            Against        Abstain       Non-Votes
                      72,152,883        153,586        61,276            0

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