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



On December 4, 2020, Phunware, Inc. held its 2020 Annual Meeting of Stockholders
(the "2020 Annual Meeting"). The following matters were submitted to a vote of
the Company's stockholders at the 2020 Annual Meeting: (i) the election of two
Class II directors to serve until the Company's 2023 Annual Meeting of
Stockholders or until their successors are duly elected and qualified; (ii) the
ratification of the appointment of Marcum LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2020;
(iii) pursuant to Nasdaq Listing Rule 5635 of the Nasdaq Stock Market, the
approval of the issuance of shares of the Company's common stock to Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B should the
conversion of certain convertible notes and the exercise of a warrant occur;
(iv) the approval of an amendment and restatement of the Company's 2018 Equity
Incentive Plan to increase the maximum number of shares authorized for issuance
thereunder by 2,500,000 shares; and (v) the approval an amendment to the
Company's Certificate of Incorporation to reduce the number of authorized shares
of the Company's common stock from 1,000,000,000 to 250,000,000 and preferred
stock from 100,000,000 to 25,000,000. The proposals are described in detail in
the Company's definitive proxy statement for the 2020 Annual Meeting, filed with
the Securities and Exchange Commission on October 16, 2020 (the "Definitive
Proxy Statement"). Set forth below is the number of votes cast for, against, or
withheld, as well as the number of abstentions and broker non-votes as to each
such matter, including a separate tabulation with respect to each nominee for
director, as applicable.


Nominee                                            For             Against           Withheld/         Broker Non-Votes
                                                                                    Abstentions
Proposal 1 - Election of Class II Directors
Lori Tauber Marcus                              7,279,159             0               834,850             22,890,768
Kathy Tan Mayor                                 4,981,972             0              3,132,037            22,890,768







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Proposals                                              For              Against           Withheld/         Broker Non-Votes
                                                                                         Abstentions
Proposal 2 - Ratification of the appointment
of Marcum LLP as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2020                28,747,188          483,149           1,774,440                 0
Proposal 3 - Approve, for the purposes of
Listing Rule 5635 of the Nasdaq Stock Market,
the issuance of shares of the Company's common
stock to Alto Opportunity Master Fund, SPC -
Segregated Master Portfolio B upon the
conversion of certain convertible notes and
the exercise of a warrant issued by the
Company on July 15, 2020                            7,292,113           401,889            420,007             22,890,768
Proposal 4 - Approve an amendment and
restatement of the Company's 2018 Equity
Incentive Plan to increase the maximum number
of shares authorized for issuance thereunder
by 2,500,000 shares, from 5,207,928 shares to
7,707,928 shares                                    6,553,610          1,326,654           233,745             22,890,768
Proposal 5 - Approve an amendment to the
Company's Certificate of Incorporation to
reduce the number of authorized shares of the
Company's common stock from 1,000,000,000 to
250,000,000 and preferred stock from
100,000,000 to 25,000,000                           7,542,142           330,044            241,823             22,890,768

No other matters were submitted for stockholder action.



Each of the matters submitted to a vote of the Company's stockholders at the
2020 Annual Meeting was approved by the requisite vote of the Company's
stockholders except for Proposal 5 relating to the proposed amendment to the
Company's Certificate of Incorporation to reduce the number of authorized shares
of the Company's common stock from 1,000,000,000 to 250,000,000 and preferred
stock from 100,000,000 to 25,000,000. The Company relied on external counsel to
properly disclose the applicable voting standard for Proposal 5 and in doing so
erroneously informed stockholders that Proposal 5 had been approved in our Form
8-K filed on December 10, 2020. The approval of an amendment to the Company's
Certificate of Incorporation requires the affirmative vote of the holders of a
majority in voting power of the stock of the Corporation entitled to vote
generally in the election of directors. As such, based upon the reported
results, Proposal 5 relating to the proposed amendment to the Company's
Certificate of Incorporation was not approved by the stockholders and has not
been filed by the Company.

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