{"url_path":"/sec/gxai/8-k/2026-08-11/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1895618/0001213900-26-087835-index.html","accession_number":"0001213900-26-087835","cik":"0001895618","ticker":"GXAI","issuer_name":"GAXOS.AI INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1895618/0001213900-26-087835-index.html","primary_entity_key":"0001895618","primary_entity_name":"GAXOS.AI INC."},"word_count":420,"has_tables":true,"body_markdown":"**Item 5.07 Submission of Matters to a Vote of Security Holders.**\n\n** **\n\nOn August 11, 2026, the\nCompany held its 2026 annual meeting of shareholdersholders (the “Annual Meeting”). A total of 4,869,942 shares of common\nstock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.\n\n \n\nThe final results for\nthe matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement,\nfiled with the SEC on July 2, 2026, are as follows:\n\n \n\n*Proposal 1.*At\nthe Annual Meeting, the terms of all four members of the Board of Directors expired. All of the four nominees for director were elected\nto serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until\nsuch director’s earlier resignation, removal or death. The result of the votes to elect the four directors was as follows:\n\n \n\nDirectors \nFor  \nWithheld  \nBroker\n\nNon-Votes \n\nVadim Mats \n 728,845  \n 101,652  \n 4,039,445 \n\nAdam Holzer \n 727,915  \n 102,582  \n 4,039,445 \n\nScott Grayson \n 732,560  \n 97,937  \n 4,039,445 \n\nRoman Feldman \n 727,869  \n 102,628  \n 4,039,445 \n\n \n\n*Proposal 2.*At\nthe Annual Meeting, the shareholders ratified the appointment of Salberg & Company, P.A. (“Salberg”) as our independent\nregistered public accounting firm for the fiscal year ending December 31, 2026. The result of the votes to approve Salberg was as follows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n \n**Broker Non-Vote**\n\n4,585,107\n \n245,714\n \n39,121\n \n-\n\n \n\n*Proposal 3.*At\nthe Annual Meeting, the Company’s shareholders approved an amendment to the 2022 Plan to increase the number of shares of common\nstock reserved for issuance thereunder to 1,000,000 shares from 803,637 shares. The result of the votes to approve the Plan Amendment\nwas as follows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n \n**Broker Non-Vote**\n\n630,447\n \n197,790\n \n2,260\n \n4,039,445\n\n \n\n*Proposal 4*. At the Annual Meeting, the\nshareholders granted the Company’s board of directors the authority, at its discretion, if needed, to effect a reverse split of\nthe Company’s outstanding common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-50, without reducing\nthe authorized number of shares of the Company’s common stock, with the exact ratio to be selected by the board of directors in\nits discretion and to be effected, if at all, in the sole discretion of the board of directors at any time before August 11, 2028\nwithout further approval or authorization of the Company’s shareholders (the “Reverse Stock Split Proposal”). The result\nof the votes to approve the Reverse Stock Split Proposal was as follows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n \n**Broker Non-Vote**\n\n3,068,168\n \n1,754,234\n \n47,540\n \n-"}