Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On June 22, 2021, Scot Cohen resigned as Executive Chairman of the Board of Directors of Wrap Technologies, Inc. (the "Company"). Mr. Cohen will remain a director of the Company. Following Mr. Cohen's resignation, Patrick Kinsella, a current member of the Board of Directors, was elected as Chairman of the Board of Directors to serve in that capacity until his successor is elected by the Board, or his earlier resignation.

Mr. Kinsella meets the "independent director" standards, as defined in The Nasdaq Stock Market LLC Listing Rule 5605. The election of an independent director to the Board to replace Mr. Cohen was required pursuant to that certain Cooperation Agreement (the "Agreement"), dated March 4, 2021, by and between the Company and Elwood G. Norris and certain of his affiliates. For more information regarding the Agreement, see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2021. As a result of the election of Mr. Kinsella, the Board eliminated the position of Lead Independent Director previously held by Wayne Walker.

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

On June 22, 2021, the Company held its annual meeting of stockholders (the "Annual Meeting"). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.

Proposal No. 1 - Election of Directors



                         For      Withheld
Scot Cohen           15,880,756   3,863,377
Thomas P. Smith      19,614,204    129,929
Patrick Kinsella     19,052,900    691,233
Michael Parris       15,865,723   3,878,410
Wayne Walker         15,790,512   3,953,621
Kimberly Sentovich   19,558,094    186,039
Kevin Sherman        19,593,083    151,050
TJ Kennedy           19,597,697    146,436
Jeffrey Kukowski     19,601,490    142,643

The Company's directors are elected by a plurality of the votes cast. Stockholders elected Scot Cohen, Patrick Kinsella, Thomas P. Smith, Michael Parris, Kimberly Sentovich, Kevin Sherman, TJ Kennedy, Jeffrey Kukowski and Wayne Walker to serve on the Board of Directors until the 2022 annual meeting of stockholders, or until their successors are duly elected and qualified.

Proposal No. 2 - Approval of an Amendment to the Company's 2017 Equity Compensation Plan



   For        Against    Abstain
17,419,763   1,609,499   715,370

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the amendment to increase the number of authorized shares issuable under the Company's 2017 Equity Compensation Plan from 6.0 million to 7.5 million was approved.

Proposal No. 3 - Ratification of Rosenberg Rich Baker Berman, P.A. as the Company's Independent Auditors for the Fiscal Year Ended December 31, 2021.



   For       Against   Abstain
27,995,262   117,016   763,069

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, stockholders ratified the appointment of Rosenberg Rich Baker Berman, P.A. as the Company's independent auditors for the fiscal year ending December 31, 2021.

For more information about the foregoing proposals, please review the Company's definitive proxy statement, filed with the Securities and Exchange Commission on April 30, 2021.

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