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

On June 2, 2021, Marin Software Incorporated (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). As of the close of business on April 15, 2021, the record date for the Annual Meeting, 10,967,328 shares of common stock of the Company were outstanding and entitled to vote. 6,118,781 shares, or 55.8% of the outstanding common stock entitled to vote at the Annual Meeting, were represented in person or by proxy.

At the Annual Meeting, stockholders voted on the proposals set forth below, each of which is described in greater detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2021 (the "Proxy Statement"). The results of the voting at the Annual Meeting were as follows:

Proposal 1. Elect Donald Hutchison as the Class II member of the Board of Directors to hold office until the 2024 annual meeting of stockholders:





                 Votes For Votes Withheld Broker Non-Votes
Donald Hutchison 2,757,422        387,040        2,974,319

The director named under Proposal No. 1 was elected, in accordance with the recommendation of the Company's Board of Directors in the Proxy Statement.

Proposal 2. Vote, on a non-binding, advisory basis, on the compensation paid by the Company to the Company's Named Executive Officers for the fiscal year ended December 31, 2020:

Votes For Votes Against Abstentions Broker Non-Votes 1,973,477 1,139,381 31,604 2,974,319

Proposal 2 passed, in accordance with the recommendation of the Company's Board of Directors in the Proxy Statement.

Proposal 3. Ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021:





Votes For Votes Against Abstentions
5,949,617        48,084     121,080

Proposal 3 passed, in accordance with the recommendation of the Company's Board of Directors in the Proxy Statement.


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