Item 5.07 Submission of Matters to a Vote of Security Holders

On July 23, 2020, Steel Connect, Inc. (the "Company") held its 2019 Annual Meeting (the "Annual Meeting"). At the close of business on May 26, 2020, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 62,383,678 outstanding shares of the Company's common stock, par value $0.01 per share (the "Common Stock") entitled to one vote per share, and 35,000 shares of the Company's Series C Preferred Stock, par value $0.01 per share (the "Preferred Stock") entitled to 510.204085714 votes per share (voting as an aggregate of 17,857,143 shares of Common Stock on an as converted basis), for an aggregate of 80,240,821 voting interests of shares of Common Stock constituting all of the outstanding voting securities of the Company.

After receiving and validating all proxies and ballots presented prior to and at the Annual Meeting: (i) the total number of shares of Common Stock that voted in person or by proxy at the Annual Meeting was 52,590,824 representing 84.3% of the 62,383,678 shares of Common Stock outstanding and entitled to vote at the Annual Meeting and (ii) the total number of shares of the Preferred Stock (voting as an aggregate of 17,857,143 shares of Common Stock on an as converted basis), in person or by proxy at the Annual Meeting was 17,857,143, representing 100% of the 35,000 shares of Preferred Stock outstanding and entitled to vote at the Annual Meeting. Together, the Common Stock and the Preferred Stock that voted at the Meeting represented 70,447,967 voting interests of shares of Common Stock, representing approximately 87.8% of the 80,240,821 total voting interests of shares of Common Stock outstanding and entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.

Proposal 1 - Election of Class II directors. Jack L. Howard and Maria U. Molland have each been elected to hold office until the 2022 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, as a result of the following vote:

Name Votes for Votes Withheld Broker Non-Votes

Jack L. Howard 41,885,247 4,590,294 23,972,426 Maria U. Molland 45,509,979 965,562 23,972,426

Proposal 2 - To approve, on an advisory basis, the compensation of the Company's named executive officers. Proposal 2 was approved by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes



46,135,196       313,428       26,917        23,972,426

Proposal 3 - To ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the current fiscal year. Proposal 3 was approved as a result of the following vote:



Votes For  Votes Against  Abstentions  Broker Non-Votes

69,670,436       629,276      148,255                 -

Proposal 4 - To approve an amendment to the Company's Restated Certificate of Incorporation to declassify the Board of Directors. The Company's Restated Certificate of Incorporation provides that any amendment to Article Seventh may only be approved by the affirmative vote of seventy-five percent (75%) of the Company's outstanding voting stock. As the "votes for" constituted 57.76% of the Company's outstanding voting stock entitled to notice of and to vote at the Annual Meeting, Proposal 4 did not meet the required threshold. Proposal 4 was not approved as a result of the following vote:



 Votes For  Votes Against  Abstentions  Broker Non-Votes

46,347,144        104,493       23,904        23,972,426






--------------------------------------------------------------------------------

Proposal 5 - To approve the adoption of the Company's 2020 Stock Incentive Compensation Plan. Proposal 5 was approved as a result of the following vote:



 Votes For  Votes Against  Abstentions  Broker Non-Votes

43,308,498        679,862    2,487,181        23,972,426

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses