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

On December 30, 2022, MICT, Inc. (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting"). The number of shares entitled to vote at the Annual Meeting as of December 2, 2022, the record date, was 157,449,882 shares of common stock (the "Voting Stock"). The number of shares of Voting Stock present or represented by proxy at the Annual Meeting was 96,298,629 shares. At the Annual Meeting, stockholders (i) elected five directors to serve as the Company's directors on its board of directors ("Board") until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified, (ii) ratified the selection by the audit committee of the Brightman Almagor Zohar & Co. Certified Public Accountant, a firm in the Deloitte Global Network to serve as the Company's independent registered public accounting firm for the year ending December 31, 2022, (iii) approved an amendment to the 2020 Equity Incentive Plan of MICT Inc. to increase the total number of shares of common stock authorized to be issued pursuant to the plan from 20,000,000 shares to 25,000,000 shares, (iv) approved an amendment to the Certificate of Incorporation with respect to the reverse stock split of the authorized, issued, and outstanding shares of common stock of the Company, and (v) approved the compensation of the executive officers of MICT, Inc. on an advisory basis.

Set forth below are the final voting results for each of the proposals:

Proposal No. 1 - Election of directors

Darren Mercer, Robert Benton, John M. Scott, Yehezkel (Chezy) Ofir and Sir David
Trippier were elected to serve as the directors of the Board. The voting results
were as follows:



                Name                      For       Withheld
           Darren Mercer               79,802,989   3,039,783
           Robert Benton               80,079,015   2,763,757
           John M. Scott               75,139,025   7,703,747
       Yehezkel (Chezy) Ofir           76,370,016   6,472,756

Sir David Trippier, R.D., J.P., D.L. 80,262,991 2,579,781

Broker Non-Votes: 13,455,857

Proposal No. 2 - Ratification of independent registered public accounting firm

The stockholders ratified the selection of Brightman Almagor Zohar & Co. to serve as the Company's independent registered public accounting firm for the year ending December 31, 2022. The voting results were as follows:





   For       Against   Abstain   Broker Non-Votes
95,614,931   376,310   307,388          0

Proposal No. 3 - 2020 equity incentive plan authorized share increase

The stockholders approved an amendment to the 2020 Equity Incentive Plan of MICT Inc. to increase the shares of the common stock authorized to be issued pursuant to the plan from 20,000,000 shares to 25,000,000 shares. The voting results were as follows:





   For        Against     Abstain   Broker Non-Votes
71,969,033   10,484,600   389,139      13,455,857

Proposal No. 4 - an Amendment to the Certificate of Incorporation with respect to the reverse stock split of the authorized, issued, and outstanding shares of common stock of the Company

The stockholders approved an amendment to the Company's Certificate of Incorporation, as amended, to effectuate a reverse stock split of no less than one-for-two and not more than one-for-twelve, with the exact amount to be determined by the board of directors. The voting results were as follows:

For Against Abstain Broker Non-Votes 86,892,729 9,190,059 215,841 0

Proposal No. 5 - Approval on an Advisory Basis of the Compensation of Executive Officers of the Company

The stockholders approved on an advisory basis the compensation of the executive officers of the Company. The voting results were as follows:

For Against Abstain Broker Non-Votes 71,634,164 10,304,608 904,000 13,455,857


                                       1

© Edgar Online, source Glimpses