Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported below in Item 5.07, on May 20, 2022, the stockholders of AudioEye, Inc. (the "Company") approved amendments to the Company's 2020 Equity Incentive Plan (the "2020 Equity Plan") to increase the number of shares of the Company's common stock, par value $0.00001 per share (the "Common Stock"), authorized for issuance under the 2020 Equity Plan, and the number of such shares that can be delivered in respect of incentive stock options, by 1,500,000 shares (the "Plan Amendments"). The Plan Amendments were included as Proposal 3 in the Company's definitive proxy statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 8, 2022 (the "Proxy Statement"). A copy of the 2020 Equity Plan, as amended to reflect the Plan Amendments, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As reported below in Item 5.07, on May 20, 2022, the stockholders of the Company also approved the Company's Employee Stock Purchase Plan (the "ESPP"). Approval of the ESPP was included as Proposal 4 in the Proxy Statement. A copy of the ESPP is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On May 20, 2022, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") entirely online via live webcast. At the Annual Meeting, the Company's stockholders voted on the five proposals described below. The proposals presented at the Annual Meeting are described in detail in the Proxy Statement.

As of the record date for the Annual Meeting there were 11,471,730 shares of the Company's common stock issued constituting all of the outstanding voting securities of the Company. At the Annual Meeting, shares with the voting power of 9,022,312 shares of common stock, or 78.65% of the total voting power of the Company's outstanding common stock entitled to vote, were represented by proxy.

The final results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1 - Election of Directors.





                  Votes For     Withheld     Broker Non-Votes
Dr. Carr Bettis   6,797,524      69,758         2,155,030
Anthony Coelho    5,870,754     996,528         2,155,030
Marc Lehmann      6,815,128      52,154         2,155,030
David Moradi      6,794,535      72,747         2,155,030
Jamil Tahir       6,804,304      62,978         2,155,030

Proposal 2 - To approve the 2021 compensation of the Company's named executive officers on an advisory (non-binding) basis.





   For      Against   Abstain   Broker Non-Votes
6,113,579   691,335   62,368       2,155,030

Proposal 3 - To approve amendments to the 2020 Equity Plan to increase the number of shares of Common Stock authorized for issuance under the 2020 Equity Plan, and the number of shares that can be delivered in respect of incentive stock options, by 1,500,00 shares.





   For      Against   Abstain   Broker Non-Votes
6,158,922   646,884   61,476       2,155,030

Proposal 4 - To approve the ESPP.





   For      Against   Abstain   Broker Non-Votes
6,581,977   276,400    8,905       2,155,030

Proposal 5- To ratify the selection of MaloneBailey, LLP, independent registered public accountants, as auditors for the Company for the fiscal year ending December 31, 2022.





   For      Against   Abstain
8,810,581   206,026    5,705

Proposal 1, Proposal 2, Proposal 3, Proposal 4, and Proposal 5 were approved, each receiving the affirmative requisite vote of the holders of shares of the Company's common stock.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits:



Exhibit Number Description

     10.1        AudioEye, Inc. 2020 Equity Incentive Plan, as amended through May
               20, 2022
     10.2        AudioEye, Inc. Employee Stock Purchase Plan
     104       Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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