Proxy Results, Management Change/Compensation (Form 8-K)

ITEM 5.02.

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On June 11, 2026, VirnetX Holding Corporation (the "Company") held its 2026 annual meeting of stockholders (the "2026 Annual Meeting"). At the 2026 Annual Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated 2013 Equity Incentive Plan (the "Plan") to increase the number of shares of the Company's common stock reserved for issuance under the Plan by 1,000,000 shares.

Present at the 2026 Annual Meeting in person or by proxy were holders of 2,639,678 shares of the Company's common stock, representing 63.06% of the voting power of the shares of the Company's common stock as of April 16, 2026, the record date for the 2026 Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the 2026 Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.

At the 2026 Annual Meeting, the Company's stockholders (i) elected the Company's Class I director nominees, (ii) ratified the appointment of Farber Hass Hurley LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2026, (iii) approved, on an advisory basis, the compensation of the Company's named executive officers, and (iv) approved an amendment to the Plan to increase the share reserve.

Proposal 1: Election of two Class I directors to serve until the 2029 Annual Meeting of Stockholders:

Proposal 2: Ratification of the appointment of Farber Hass Hurley LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026: