Item 5.07. Submission of Matters to Security Holders.

On June 21, 2022, the Company held the 2022 annual meeting of shareholders (the "Annual Meeting") in a virtual-only format via live webcast. At the Annual Meeting, a total of 48,045,518 of the Company's issued and outstanding shares of common stock held of record as of April 25, 2022, the record date for the Annual Meeting, were present virtually or by proxy, which constituted a quorum. The Company's shareholders voted on the following proposals at the Annual Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.

1. To elect Randolph L. Cowen and TJ Parass as Class I directors on the Board,


    each to serve on the Board in accordance with the Company's restated articles
    of organization until the 2025 annual meeting of shareholders of the Company
    or until his successor is chosen and qualified.




     Nominee        Votes For    Votes Against   Abstentions   Broker Non-Votes
Randolph L. Cowen   26,513,511     7,224,995       147,207        14,159,805
    TJ Parass       26,126,351     7,534,894       224,468        14,159,805

2. To ratify the appointment of WithumSmith+Brown, PC as the Company's

independent registered public accounting firm for the fiscal year ending

December 31, 2022.




  Votes For    Votes Against   Abstentions
  47,823,477      62,095         159,946

3. To approve the Amendment to GTY Technology Holdings Inc. Amended and Restated


    2019 Omnibus Incentive Plan.




Votes For    Votes Against   Abstentions   Broker Non-Votes
24,186,688     9,518,642       180,383        14,159,805

4. To approve, on a non-binding advisory basis, the compensation of the Company's


    named executive officers as disclosed in the enclosed proxy statement.




Votes For    Votes Against   Abstentions   Broker Non-Votes
21,876,551    11,683,783       325,379        14,159,805

5. To approve, on a non-binding advisory basis, the frequency of future advisory


    votes on the compensation of the Company's named executive officers.




Three Years   Two Years    One Year    Abstentions   Broker Non-Votes
21,220,843     148,506    12,327,232     189,132        14,159,805

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