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

On June 2, 2022, Toast, Inc. (the "Company") held its annual meeting of stockholders via live audio webcast (the "Annual Meeting"). Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on April 7, 2022 (the "Record Date"), and holders of the Company's Class B common stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters. The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2022:

Proposal One: Election of Directors

The Company's stockholders elected Paul Bell, Christopher P. Comparato, Hilarie Koplow-McAdams and David Yuan as Class I directors of the Company's board of directors for a three-year term expiring at the Company's 2025 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified, or such director's earlier death, resignation or removal. The results of the vote were as follows:



Nominee                    For               Withheld     Broker Non-Votes
Paul Bell                  2,010,601,147     22,081,897   51,421,528
Christopher P. Comparato   2,011,143,595     21,539,449   51,421,528
Hilarie Koplow-McAdams     2,032,104,759     578,285      51,421,528
David Yuan                 2,010,747,529     21,935,515   51,421,528

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the vote were as follows:



For               Against     Abstain     Broker Non-Votes
2,083,110,115     829,785     164,672     0

Proposal Three: Advisory Vote on Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers

The Company's stockholders approved, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of the Company's named executive officers. The results of the vote were as follows:



1 Year            2 Years     3 Years     Abstain     Broker Non-Votes
2,031,036,905     51,323      367,108     1,227,708   51,421,528

Based on these voting results, and the recommendation of the Company's board of directors that was included in the proxy statement for the Annual Meeting, the Company has determined that it will hold future advisory votes on the compensation of the Company's named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future votes on the compensation of the Company's named executive officers.

No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting.

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