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

(a) Zedge, Inc.'s (the "Company") Annual Meeting of Stockholders was held on January 13, 2020 (the "Meeting"). Stockholders voted on the matters set forth below.

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:





Nominee           Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For
Todd Feldman      1,980,105      29,605          2,087          266,047          86.93
Mark Ghermezian   1,974,961      34,742          2,094          266,047          86.70
Howard Jonas      1,903,292      108,375          130           266,047          83.56
Michael Jonas     1,918,337      93,330           130           266,047          84.22

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company's 2016 Stock Option and Incentive Plan that would: (a) increase the number of shares of the Company's Class B common stock available for the grant of awards thereunder by 230,000; (b) modify the terms of the automatic annual compensation payable to independent, non-employee directors to $35,000, instead of $30,000, to be paid one-half on each January 5th and one-half on each July 5th for the prior six months, each payable half in cash and half in fully vested restricted shares of the Company's Class B common stock; and (c) increase the maximum number of options that a grantee can receive in a calendar year to 100,000 instead of 60,000.

The number of votes cast with respect to this matter was as follows:





Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For
1,973,127      38,310           360           266,047          86.62

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of Mayer Hoffman McCann CPAs, the New York Practice of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2020.

The number of votes cast with respect to this matter was as follows:





Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For
2,244,406      22,717         10,722             0             98.53




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