Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
August 17, 2026, the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Beeline Holdings, Inc. (the “Company”)
was held. At the 2026 Annual Meeting, the Company’s stockholders voted on (i) the election of five members of the Company’s
Board of Directors (Proposal 1); (ii) the ratification of the selection of Salberg & Company, P.A. as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); (iii) the approval of potential future amendments
or modifications to the provisions of the Company’s Equity Line of Credit, or ELOC, which the Company and the Purchaser thereunder
may adopt, including amendments or modifications to the pricing per share thereunder, other than the maximum total dollar amount of sales
thereunder which shall remain $20 million (Proposal 3), and (iv) the approval of an adjournment of the 2026 Annual Meeting to a later
date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual
Meeting to approve any of the proposals presented for a vote at the 2026 Annual Meeting (Proposal 4), all as described in more detail
in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 29, 2026.
Set
forth below are the voting results on each matter submitted to the stockholders at the 2026 Annual Meeting.
Proposal
1. The Company’s stockholders voted to elect the following five individuals as directors:
Nominee Votes For Abstentions Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────────
Nicholas R. Liuzza, Jr. 8,909,402 93,501 10,053,082
Joseph Caltabiano 8,680,309 322,594 10,053,082
Joseph Freedman 8,814,354 188,549 10,053,082
Francis Knuettel, II 8,912,133 90,770 10,053,082
Stephen Romano 8,906,955 95,948 10,053,082
Proposal
2. The Company’s stockholders voted to ratify the selection of Salberg & Company, P.A. as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2026.
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
18,607,619 440,140 8,226
Proposal
3. The Company’s stockholders voted to approve potential future amendments or modifications to the provisions of the Company’s
Equity Line of Credit, or ELOC, which the Company and the Purchaser thereunder may adopt, including amendments or modifications to the
pricing per share thereunder, other than the maximum total dollar amount of sales thereunder which shall remain $20 million.
Votes For Votes Against Abstentions
─────────────────────────────────────────────────
8,526,214 470,058 6,631
As
there were sufficient votes to approve Proposals 1 through 3, Proposal 4 was moot.