Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
September 15, 2026, Nano Nuclear Energy Inc. (the “Company”) conducted its 2026 Annual Meeting of Stockholders (the “Annual
Meeting”). The Annual Meeting was conducted virtually.
The number of shares of common
stock of the Company entitled to vote at the Annual Meeting was 53,698,147.29 shares outstanding
as of the July 22, 2026 record date (“Record Date”) for the Annual Meeting (the “Voting Stock”). After the Record
Date, the total shares outstanding was changed to 53,698,146, effective as of July 23, 2026 due to the cancellation of the fractional
shares. No other shares of the Company’s capital stock were entitled to vote at the Annual Meeting.
The
number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was approximately 36,425,627 shares of Voting
Stock, constituting a quorum. At the Annual Meeting, the Company’s stockholders adopted all two proposals presented at the Annual
Meeting for voting, which included:
(ii) the
ratification of the appointment by the Audit Committee of the Company’s Board of Directors
of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered
public accounting firm for the fiscal year ending September 30, 2026.
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(i) the
election of all six (6) currently serving members of the Company’s Board of Directors
to serve for a one-year term that expires at the 2027 Annual Meeting of Stockholders, or
until their successor is duly elected and qualified, unless they resign, is removed or otherwise
is disqualified from serving as a director of the Company; and
The
following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal
No. 1 - Election of Directors
James
Walker, Jay Jiang Yu, Dr, Tsun Yee Law, Diane Hare, Dr. Kenny Yu and Dr. Seth Berl were each elected as a director to serve for a one-year
term that expires at the Company’s 2027 Annual Meeting of Stockholders or until a successor is elected and qualified or until her
or his earlier death, incapacity, removal or resignation. The voting results were as follows:
Nominee Shares Voted For Shares Withheld Broker Non-Vote
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James Walker 18,271,208 458,350 17,696,069
Jay Jiang Yu 18,394,629 334,929 17,696,069
Dr. Tsun Yee Law 16,582,750 2,146,810 17,696,069
Diane Hare 13,804,415 4,925,143 17,696,069
Dr. Kenny Yu 17,088,836 1,640,722 17,696,069
Dr. Seth Berl 18,434,926 294,632 17,696,069
Proposal
No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
Appointment
by the Audit Committee of Company’s Board of Directors of Withum as the Company’s independent registered public accounting
firm for the fiscal year ending September 30, 2026 was ratified. The voting results were as follows:
Shares Shares Shares Broker
Voted For Voted Against Abstaining Non-Vote
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35,678,632 496,290 250,705 0