VRML Vermillion Inc

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

On May 9, 2023, Aspira Women’s Health Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on the record date for the Annual Meeting, there were 124,943,144 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding and entitled to vote. There were 90,549,710 shares present in person or by proxy at the Annual Meeting, constituting a quorum. The final voting results were as follows:

Proposal 1: Election of Directors

The Company’s stockholders elected each of the Company’s six nominees for director for a one-year term expiring at the Company’s 2024 annual meeting of stockholders and until their successors are elected and qualified, as set forth below:



Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2023, as set forth below:

Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders advised that they were in favor of holding future advisory votes on the compensation of the Company’s named executive officers every [one] year, as set forth below:

Based on the voting results on Proposal 3 and its consideration of the appropriate voting frequency for the Company at this time, the Company’s Board of Directors determined that the Company shall hold an advisory vote on the compensation of the Company’s named executive officers every [one] year, until the next advisory vote on the frequency of stockholder votes on executive compensation.

Proposal 4: Approval of an Amendment to the Aspira Women’s Health Inc. 2019 Stock Incentive Plan

The Company’s stockholders approved an amendment to the Company’s 2019 Stock Incentive Plan (the “2019 Plan”) to increase the number of shares of common stock authorized to be granted under the 2019 Plan by 5,000,000 shares and increase the maximum number of awards that may be granted as incentive stock options under the 2019 Plan to a total of 30,492,283 shares,

as set forth below:

Proposal 5: Approval of an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split of the Company’s Outstanding Common Stock

The Company’s stockholders approved a proposed amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of between one-for-ten and one-for-twenty, which such ratio will be selected at the sole discretion of the Company’s Board of Directors at any whole number in the above range, as set forth below:

Proposal 6: Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, as set forth below: