Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 3, 2026, Cyngn Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders were asked to vote upon:
|
|
1.
|
The election of Class II directors to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director's successor is duly elected and qualified;
|
|
|
2.
|
The approval granting discretionary authority to our Board to (i) amend our certificate of incorporation to combine outstanding shares of our Common Stock into a lesser number of outstanding shares, or a "reverse stock split," at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-one hundred fifty (1-for-150), with the exact ratio to be determined by our Board in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the "Reverse Stock Split Proposal");
|
|
|
3.
|
The ratification of Baker Tilly US, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026; and
|
|
|
4.
|
The approval of, if necessary, the adjournment or postponement of the Annual Meeting, to continue to solicit votes for all proposals or to establish a quorum.
|
The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of 6,739,730 of the 15,348,281 shares of the Company's Common Stock entitled to vote, were as follows:
|
|
1.
|
The stockholders approved the election of Class II directors to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director's successor is duly elected and qualified. The voting results were as follows:
|
|
|
|
For
|
|
|
Withheld
|
|
|
Broker Non-Votes
|
|
|
Karen Macleod
|
|
|
2,392,082
|
|
|
|
667,435
|
|
|
|
3,680,213
|
|
|
James McDonnell
|
|
|
2,784,359
|
|
|
|
275,158
|
|
|
|
3,680,213
|
|
|
|
2.
|
The stockholders approved the discretionary authority to the Board to (i) amend the Company's certificate of incorporation to combine outstanding shares of the Company's Common Stock into a lesser number of outstanding shares, or a "reverse stock split," at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-one hundred fifty (1-for-150), with the exact ratio to be determined by the Board in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the "Reverse Stock Split Proposal"). The voting results were as follows:
|
|
For
|
|
Against
|
|
Abstain
|
|
5,531,835
|
|
1,177,034
|
|
30,861
|
|
|
3.
|
The stockholders ratified the appointment of Baker Tilly US, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The voting results were as follows:
|
|
For
|
|
Against
|
|
Abstain
|
|
6,219,284
|
|
446,503
|
|
73,943
|
|
|
4.
|
The stockholders approved the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for all proposals or to establish a quorum. The voting results were as follows:
|
|
For
|
|
Against
|
|
Abstain
|
|
5,709,012
|
|
573,014
|
|
457,704
|
