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 11, 2021 (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:





                                                                                          Broker
Nominee                            Votes For       Votes Against       Abstentions       Non-Vote       % Votes For
Mark Ghermezian                     2,072,073           52,129             3,273           377,958          82.70
Elliot Gibber                       2,074,894           49,377             3,205           377,958          82.82
Howard Jonas                        2,051,632           74,668             1,176           377,958          81.89
Michael Jonas                       2,064,901           61,302             1,274           377,958          82.42
Paul Packer                         2,120,881           3,240              3,355           377,958          84.65
Gregory Suess                       2,121,686           2,582              3,208           377,958          84.68





(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 among other things: (a) increase the number of
shares of the Company's Class B common stock available for the grant of awards
thereunder by 250,000; (b) allow for the Compensation Committee to reprice
outstanding options issued or to be issued under the 2016 Plan without the
approval of the Company's stockholders; (c) remove the 100,000 maximum number of
options that a grantee can receive in a calendar year; and (d) conform the 2016
Plan with certain laws and regulations currently in effect.

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





 Votes For       Votes Against       Abstentions       Broker Non-Vote       % Votes For
  2,006,886          120,328               262              377,958              80.10




(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, 2021.

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





 Votes For       Votes Against       Abstentions       Broker Non-Vote       % Votes For
  2,489,142            4,683             11,609                   0              99.35




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