Item 5.07. Submission of Matters to a Vote
of Security Holders.
On
December 30, 2022, MICT, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”).
The number of shares entitled to vote at the Annual Meeting as of December 2, 2022, the record date, was 157,449,882 shares of common
stock (the “Voting Stock”). The number of shares of Voting Stock present or represented by proxy at the Annual Meeting
was 96,298,629 shares. At the Annual Meeting, stockholders (i) elected five directors to serve as the Company’s directors on its
board of directors (“Board”) until the 2023 annual meeting of stockholders or until their successors are duly elected
and qualified, (ii) ratified the selection by the audit committee of the Brightman Almagor Zohar & Co. Certified Public Accountant,
a firm in the Deloitte Global Network to serve as the Company’s independent registered public accounting firm for the year ending
December 31, 2022, (iii) approved an amendment to the 2020 Equity Incentive Plan of MICT Inc. to increase the total number of shares of
common stock authorized to be issued pursuant to the plan from 20,000,000 shares to 25,000,000 shares, (iv) approved an amendment to the
Certificate of Incorporation with respect to the reverse stock split of the authorized, issued, and outstanding shares of common stock
of the Company, and (v) approved the compensation of the executive officers of MICT, Inc. on an advisory basis.
Set
forth below are the final voting results for each of the proposals:
Proposal No. 1 - Election of directors
Darren
Mercer, Robert Benton, John M. Scott, Yehezkel (Chezy) Ofir and Sir David Trippier were elected to serve as the directors of the Board.
The voting results were as follows:
| Name |
|
For |
|
Withheld |
| Darren Mercer |
|
79,802,989 |
|
3,039,783 |
| Robert Benton |
|
80,079,015 |
|
2,763,757 |
| John M. Scott |
|
75,139,025 |
|
7,703,747 |
| Yehezkel (Chezy) Ofir |
|
76,370,016 |
|
6,472,756 |
| Sir David Trippier, R.D., J.P., D.L. |
|
80,262,991 |
|
2,579,781 |
Broker Non-Votes: 13,455,857
Proposal No. 2
- Ratification of independent registered public accounting firm
The
stockholders ratified the selection of Brightman Almagor Zohar & Co. to serve as the Company’s independent registered public
accounting firm for the year ending December 31, 2022. The voting results were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 95,614,931 |
|
376,310 |
|
307,388 |
|
0 |
Proposal No. 3
- 2020 equity incentive plan authorized share increase
The
stockholders approved an amendment to the 2020 Equity Incentive Plan of MICT Inc. to increase the shares of the common stock authorized
to be issued pursuant to the plan from 20,000,000 shares to 25,000,000 shares. The voting results were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 71,969,033 |
|
10,484,600 |
|
389,139 |
|
13,455,857 |
Proposal No. 4
- an Amendment to the Certificate of Incorporation with respect to the reverse stock split of the authorized, issued, and outstanding
shares of common stock of the Company
The
stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to effectuate a reverse stock split
of no less than one-for-two and not more than one-for-twelve, with the exact amount to be determined by the board of directors. The voting
results were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 86,892,729 |
|
9,190,059 |
|
215,841 |
|
0 |
Proposal No. 5
– Approval on an Advisory Basis of the Compensation of Executive Officers of the Company
The
stockholders approved on an advisory basis the compensation of the executive officers of the Company. The voting results were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 71,634,164 |
|
10,304,608 |
|
904,000 |
|
13,455,857 |
