NXTD NXT ID Inc

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

On August 25, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the four proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive Proxy Statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2022 (the “Proxy Statement”).

As of the close of business on June 28, 2022, the record date for the Annual Meeting, 9,608,937 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were issued, outstanding and entitled to vote, 200 shares of the Company’s Series C Non-Convertible Voting Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), were issued, outstanding and entitled to vote, held by one record holder, and 173,333 shares of the Company’s Series F Convertible Preferred Stock, par value $0.0001 per share (the “Series F Preferred Stock”), were issued, outstanding and entitled to vote, held by one record holder. Holders of shares of Common Stock and the holder of the shares of Series C Preferred Stock were entitled to one vote per share for each share of Common Stock and/or share of Series C Preferred Stock held by them. The holder of shares of Series F Preferred Stock was entitled to vote on an as-converted to Common Stock basis, entitling such holder to 66,505 votes for the 173,333 shares of Series F Preferred Stock held by such holder. Stockholders holding an aggregate of 5,318,807votes were present at the Annual Meeting, in person or represented by proxy, which number constituted a quorum.

Proposal 1 – The five (5) nominees named in the Proxy Statement were elected at the Annual Meeting to serve as the Company’s directors until the Company’s 2023 Annual Meeting of Stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. The final voting results with respect to the election of each such nominee were as follows:

There were 1,970,103 broker non-votes with respect to each such nominee for the first proposal.

Proposal 2 – The appointment of BPM as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 was not ratified by the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter. The final voting results were as follows:

Proposal 3 – The adoption of the Company’s 2022 Stock Incentive Plan was not ratified by the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter. The final voting results were as follows:

There were 1,970,103 broker non-votes for the third proposal.

Proposal 4 – The reincorporation of the Company from Delaware to Nevada pursuant to a merger with and into a to-be-formed wholly-owned subsidiary of the Company created solely for the purpose of effecting the reincorporation merger was not approved by the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter. The final voting results were as follows:

There were 1,970,103 broker non-votes for the fourth proposal.