Item 5.07 Submission of Matters to a Vote of Security Holders

On June 21, 2021, QAD Inc. held its annual meeting of stockholders (the "Annual Meeting"). Presented below are the voting results for the proposals submitted to stockholders at the Annual Meeting, which are further described in the Company's Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on May 4, 2021.

At the Annual Meeting, the presence, in person or by proxy, of stockholders holding at least a majority of the voting power of our outstanding Class A common stock ("Class A Stock") and outstanding Class B common stock ("Class B Stock"), voting as a single class, constituted a quorum for the transaction of business. Each share of Class A Stock has one-twentieth (1/20th) of a vote and each share of Class B Stock has one (1) vote. As of the record date of April 22, 2021 (the "Record Date"), the issued and outstanding voting securities of the Company were as follows:

1. 17,380,897 shares of Class A Stock, equivalent to 869,044 votes outstanding;

2. 3,330,318 shares of Class B Stock, equivalent to 3,330,318 votes outstanding; and

3. 20,711,215 shares of Class A Stock and Class B Stock outstanding, equivalent to 4,199,362 votes entitled to be cast.

Present or represented by valid proxy at the Annual Meeting on a combined basis of Class A Stock and Class B Stock were 19,624,396 shares, equivalent to 3,936,651 shares voted representing 93.74% of the shares entitled to vote as of the Record Date. Therefore, a quorum was present for the purposes of the Annual Meeting.

Proposal 1. Election of Directors.

The stockholders elected five directors to serve until the annual meeting of stockholders in 2022 (or until their successors are elected and qualified) with the following vote:



                CLASS A AND CLASS B COMMON STOCK VOTING TOGETHER

                                                         BROKER NON-
                              FOR         WITHHELD          VOTES

Pamela M. Lopker            3,333,464       287,430         315,757

Anton Chilton               3,349,891       271,003         315,757

Scott J. Adelson            3,506,705       114,190         315,756

Kathleen M. Crusco          3,587,406       33,489          315,756

Peter R. van Cuylenburg 3,562,757 58,138 315,756

Proposal 2. Advisory Vote on Executive Compensation.

The non-binding advisory resolution approving the compensation of the Company's named executive officers, commonly referred to as "say-on-pay", was approved with the following vote:



                      CLASS A AND CLASS B VOTING TOGETHER

   FOR        AGAINST       ABSTAIN      BROKER NON-VOTES

3,573,812       46,087         996             315,756





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Proposal 3. Appointment of Auditors.



The appointment of KPMG LLP as our independent registered public accounting firm
for the fiscal year ending January 31, 2022 was ratified with the following
vote:

                      CLASS A AND CLASS B VOTING TOGETHER

   FOR        AGAINST       ABSTAIN       BROKER NON-VOTES

3,920,191       15,956         504                  --

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