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

On January 15, 2020, S&W Seed Company (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below, which matters are described in detail in the proxy statement relating to the Annual Meeting (the "Proxy Statement").

Proposal 1. Election of Directors

The Company's stockholders elected the eight persons listed below as directors of the Company, each to serve until the next Annual Meeting of Stockholders and until his or her successor is elected, or, if sooner, until his or her death, resignation or removal. The final voting results were as follows:





              Name            Votes For  Votes Against Withhold Broker Non-Votes
    David A. Fischhoff, Ph.D. 23,711,610       -       630,656     4,661,914
    Mark J. Harvey            24,303,123       -        39,143     4,661,914
    Consuelo E. Madere        23,638,832       -       703,434     4,661,914
    Alexander C. Matina       24,275,896       -        66,370     4,661,914
    Charles B. Seidler        24,160,039       -       182,227     4,661,914
    Robert D. Straus          24,197,436       -       144,830     4,661,914
    Alan D. Willits           23,656,336       -       685,930     4,661,914
    Mark W. Wong              24,295,609       -        46,657     4,661,914

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm

The Company's stockholders ratified the selection of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2020. The final voting results were as follows:





               Votes For  Votes Against Abstention Broker Non-Votes
               28,947,302     7,242       49,636          -

Proposal 3. Advisory Vote on Executive Compensation

The Company's stockholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the Proxy Statement. The final voting results were as follows:





               Votes For  Votes Against Abstention Broker Non-Votes
               22,688,548   1,358,743    294,975      4,661,914

Proposal 4. Advisory Vote on Frequency of Stockholder Votes on Executive Compensation

The Company's stockholders indicated, on an advisory basis, the preferred frequency of every year for future stockholder votes regarding compensation awarded to the compensation of the Company's Named Executive Officers, as disclosed in the Proxy Statement . The final voting results were as follows:





                  1 Year   2 Years 3 Years Abstain Broker Non-Votes
                23,885,578  8,409  217,506 230,773    4,661,914

Consistent with the recommendation of the Board of Directors and based on these results, the Company will conduct future non-binding advisory votes on the compensation of the Company's named executive officers every year. This policy will remain in effect until the next non-binding advisory stockholder vote on the frequency of non-binding advisory votes on the compensation of the Company's named executive officers, expected to be held at the Company's 2026 annual meeting of stockholders.

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