IZEA Worldwide : Submission of Matters to a Vote of Security Holders - Form 8-K

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

At the October 17, 2023 Annual Meeting of Stockholders, holders of common stock were asked to consider and vote upon the:

1.election of seven directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified;

2.approval of an amendment and restatement of IZEA's Amended and Restated 2011 Equity Incentive Plan to, among other things, increase the number of shares of common stock authorized for issuance thereunder by 1,800,000 and to reflect emerging best practices;

3.ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

4.approval, on a non-binding advisory basis, the compensation paid to IZEA's named executive officers (commonly known as "say-on-pay");

PROPOSAL 1

Stockholders voted with respect to election of each of the nominees for director identified in the proxy statement as follows:

Nominee	For	Withheld	Broker Non-Votes
Edward H. (Ted) Murphy	2,405,303	246,779	4,152,615
Ryan S. Schram	2,404,608	247,474	4,152,615
Brian W. Brady	1,915,624	736,458	4,152,615
John H. Caron	2,253,282	398,800	4,152,615
Lindsay A. Gardner	2,258,883	393,199	4,152,615
Daniel R. Rua	2,207,987	444,095	4,152,615
Patrick J. Venetucci	2,256,714	395,368	4,152,615

As a result of this vote, each of Mr. Murphy, Mr. Schram, Mr. Brady, Mr. Caron, Mr. Gardner, Mr. Rua, and Mr. Venetucci was elected as a director to serve until the 2024 annual meeting of stockholders and until his successor is duly elected and qualified.

PROPOSAL 2

Stockholders voted to amend and restate IZEA's Amended and Restated 2011 Equity Incentive Plan as follows:

For	Against	Abstained	Broker Non-Votes
2,327,447	309,230	15,405	4,152,615

PROPOSAL 3

Stockholders voted to ratify the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2023, as follows:

For	Against	Abstained
6,613,677	148,523	42,497

PROPOSAL 4

Stockholders voted on a non-binding, advisory basis, with respect to compensation paid to our named executive officers as described in the executive compensation table set forth in the Proxy Statement for the Meeting as follows:

For	Against	Abstained	Broker Non-Votes
2,326,494	308,258	17,330	4,152,615