Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

At the Special Meeting of Stockholders of P10, Inc. (the "Company") on December 9, 2022 (the "Special Meeting"), the Company's stockholders approved the amendment to the Company's 2021 Incentive Plan (the "Plan") to increase the number of shares of the Company's Class A Common Stock issuable under the Plan by 4,000,000 shares. A description of the Plan, as amended, is set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission on November 15, 2022 (the "Proxy Statement"). The description herein is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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

The Company held the Special Meeting on December 9, 2022. As of the close of business on November 10, 2022, the record date for the Special Meeting, there were 40,911,416 shares of Class A Common Stock and 76,142,242 shares of Class B Common Stock (together with Class A Common Stock, the "Common Stock") outstanding and entitled to vote. Each share of Class A Common Stock is entitled to one (1) vote per share, and each share of Class B Common Stock is entitled to ten (10) votes per share. Holders of shares of our Common Stock representing a total of 560,490,553 votes were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.

At the Special Meeting, the Company's stockholders approved an amendment to the Plan to increase the number of shares of the Company's Class A Common Stock issuable under the Plan by 4,000,000 shares (Proposal 1).

For additional information on this proposal, please see the Proxy Statement. The voting results for this proposal are set forth below (giving effect to 10 votes per share of Class B Common Stock):

Proposal 1 - Approval of the amendment to the Plan to increase the number of shares of the Company's stock issuable under the Plan by 4,000,000

Votes For Votes Against Abstentions Broker Non-Votes 558,215,205 2,247,309 28,039

             0

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number    Description

10.1*       P10, Inc. 2021 Stock Incentive Plan, as amended.

104       Cover Page Interactive Data File (formatted as inline XBRL)



* Filed herewith

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