Item 2.02 Results of Operations and Financial Condition

On January 3, 2022, SRAX, Inc. (the "Company") filed its quarterly report for the quarter ended March 31, 2022, and disclosed certain financial and operational results for the quarter ended March 31, 2022 via press release. The press release is attached as Exhibit 99.01 and is incorporated herein by reference.

The information furnished under Items 2.02, including the accompanying Exhibit 99.01 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed to be incorporated by reference in any subsequent filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as specifically stated in such filing.

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

On December 31, 2022, the Company held its 2022 Annual Meeting ("Annual Meeting") at 11:00 a.m. Pacific Time. The meeting was held virtually. Only stockholders of record as of the close of business on December 6, 2022 ("Record Date") were entitled to vote at the Annual Meeting. As of the Record Date, 26,315,178 shares of the Company's Class A common stock were issued, outstanding and entitled to vote, of which 21,167,290 shares were represented in person or by proxy, and which constituted a quorum. The final results of the stockholder vote on each proposal brought before the meeting were as follows:

(a) Proposal 1. The following individuals were elected to serve as directors for a one-year term expiring at the 2023 Annual Meeting, or until their successor is qualified and appointed, based upon the following votes:





      Nominee          Votes For        Votes Withheld
Christopher Miglino     10,662,100           422,561
    Marc Savas          9,053,381           2,031,280
   Robert Jordan        8,972,696           2,111,965
 Colleen DiClaudio      8,972,976           2,111,685
Christopher Lahiji      10,662,310           422,351
   Brock Pierce         9,666,160           1,418,501

(b) Proposal 2. The ratification of Marcum LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based upon the following votes:





                                                  Broker
Votes For     Votes Against     Abstentions      Non-Votes
21,110,975        35,853           20,462            -




(c) Proposal 3. The approval of the amended and restated 2016 Equity
Compensation Plan and conditional grants made thereunder was approved based upon
the following votes:



                                                    Broker
Votes For    Votes Against      Abstentions       Non-Votes
8,522,754       2,529,635          32,272         10,082,629

Item 9.01 Financial Statement and Exhibits.



Exhibit
No.                                     Description
99.01       Press Release dated January 3, 2023
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document

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