Item 5.07Item 5.07 - Submission of Matters to Vote
Item Submission
5.07 of Matters to a Vote of Security Holders.
On
June 29, 2026, Kairos Pharma Ltd. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”)
at which the Company’s stockholders considered and voted on five proposals, each of which is described in more detail in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on May 22, 2026, as supplemented on May 26, 2026. At the
Annual Meeting, there were a total of 21,411,198 shares of common stock eligible to vote, with each share representing one vote, of which
13,450,506 shares of common stock were voted in person or by proxy, representing 62.81% of the votes eligible to be cast.
The final voting results for each matter are set forth in more detail below.
Election
of Directors.
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All
of the following four nominees were elected to the Company’s board of directors, in accordance with the voting results listed below,
to serve for a term of one year, until the next annual meeting and until their successors have been duly elected and have qualified.
Nominee For Against Withheld Broker
Non-Votes
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John 8,189,240 0 381,505 4,879,761
S. Yu, M.D.
Hyun 8,438,397 0 132,348 4,879,761
W. Bae, M.D.
Hansoo 8,438,397 0 132,348 4,879,761
Michael Keyoung, M.D., Ph. D.
Rahul 8,414,867 0 155,878 4,879,761
Sighvi, Sci. D., MBA
Ratification
of the Company’s Independent Auditors.
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Stockholders
ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2026, in accordance with the voting results below.
For Against Abstain
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13,241,007 169,047 40,452
Approval of Amendment to Certificate of Incorporation.
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Stockholders
approved, in accordance with the voting results below, an amendment to the Company’s certificate of incorporation to effect a reverse
stock split of our common stock at a stock split ratio between 1:3 and 1:250, with the ultimate ratio to be determined by the Board of
Directors and implemented on one or more occasions at the discretion of the Board of Directors.
For Against Abstain
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11,232,321 1,945,235 272,950
Approval of the Company’s
Executive Compensation.
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Stockholders
approved (on an advisory basis) the Company’s executive compensation.
For Against Abstain Broker
Non-Votes
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7,784,120 782,829 3,796 4,879,761
Approval
of Amendments to Equity Incentive Plan.
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Stockholders
approved (i) an increase of an additional 5,000,000 shares of common stock available for awards under the 2023 Equity Incentive Plan
and (ii) an evergreen provision providing for an automatic 5% annual increase in the shares of common stock available for issuance under
the 2023 Equity Incentive Plan over a period of ten years.
For Against Abstain Broker
Non-Votes
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7,067,866 1,480,645 22,234 4,879,761