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

(a) On May 16, 2022, JFrog Ltd. ("JFrog" or the "Company") held an annual general meeting of shareholders (the "Annual General Meeting") at the Company's offices at 270 E. Caribbean Drive, Sunnyvale, California 94089. As of the close of business on April 6, 2022, the record date for the Annual General Meeting (the "Record Date"), there were 98,665,948 ordinary shares of JFrog issued and outstanding and entitled to vote at the Annual General Meeting. As of the Record Date, there were no preferred shares of JFrog issued and outstanding. At least 33 and 1/3rd of the issued JFrog shares were present or represented at the Annual General Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal.

(b) The certified results of the matters voted on at the Annual General Meeting are set forth below, with fractional share totals rounded down to the nearest whole share.

Proposal No. 1 - Election of Frederic Simon, Andy Vitus and Barry Zwarenstein as directors for a term of three (3) years, expiring at the end of the 2025 annual general meeting of shareholders or until their respective successors are duly elected and qualified or until such director's earlier death, resignation or removal:



Nominee                For        Against     Abstain   Broker Non-Votes
Frederic Simon      51,121,969   10,732,276   21,239       17,534,440
Andy Vitus          51,793,886   10,041,453   40,145       17,534,440
Barry Zwarenstein   51,857,336   9,976,201    41,946       17,534,440

Each of the above nominees was elected.

Proposal No. 2 - Advisory vote on the frequency of future shareholder advisory votes on the compensation of our named executive officers:

1 Year 2 Years 3 Years Abstain Broker Non-Votes 26,777,851 32,975 35,035,519 29,138 17,534,440

Based on the votes set forth above, the shareholders advised that they were in favor of every three years as the frequency of holding a non-binding advisory vote on named executive officer compensation. Consistent with the shareholder vote, the Board of Directors has determined that it will hold a non-binding advisory vote on the compensation paid to the Company's named executive officers every three years until the next required non-binding advisory vote on the frequency of holding future votes regarding named executive officer compensation.

Proposal No. 3 - Approval and ratification of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company for the period ending at the close of the next annual general meeting:



   For        Against    Abstain   Broker Non-Votes
78,146,539   1,205,938   57,446           -

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 4 - Approval of changes to the compensation of Shlomi Ben Haim, JFrog's Chief Executive Officer, as described in the Company's Proxy Statement dated April 4, 2022 (the "Proxy Statement"):

For Against Abstain Broker Non-Votes 57,034,958 4,810,810 29,715 17,534,440

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 5 - Approval of changes to the compensation of Yoav Landman, JFrog's Chief Technology Officer, as described in the Proxy Statement:

For Against Abstain Broker Non-Votes 58,036,719 3,809,016 29,749 17,534,440

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 6 - Approval of changes to the compensation of Frederic Simon, JFrog's Chief Data Scientist, as described in the Proxy Statement:

For Against Abstain Broker Non-Votes 48,345,521 13,499,887 30,075 17,534,440

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

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