Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 1, 2026, VisionWave
Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”) virtually at https://www.cstproxy.com/vwav/2026.
At the Meeting, the Company’s stockholders voted on the ten proposals described in the Company’s definitive Proxy Statement
filed with the Securities and Exchange Commission on or about July 23, 2026.
As of the record date of July 13,
2026, there were 27,582,069 shares of the Company’s common stock outstanding and entitled to vote at the Meeting. A quorum was present
at the Meeting, with holders of 22,489,462 shares (approximately 82% of the outstanding shares) represented in person (virtually) or by
proxy.
The final voting results for each
proposal, as certified by the Inspector of Election, are as follows:
Proposal 1 - Approval of the Company’s
2026 Omnibus Equity Incentive Plan, including the reservation of 7,000,000 shares of the Company’s common stock for issuance thereunder.
FOR AGAINST ABSTAIN Broker Non-vote
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Proposal No. 1 18,319,752 340,029 39,344 3,790,337
Proposal 1 was approved.
Proposal 2 - Election of nine (9) directors
to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their respective successors
are duly elected and qualified.
Nominee FOR WITHHELD Broker Non-vote
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Douglas Davis 18,530,624 168,501 3,790,337
Eric T. Shuss 18,529,524 169,601 3,790,337
Haggai Ravid 18,522,995 176,130 3,790,337
Mansour Khatib 18,523,459 175,666 3,790,337
Shayna Quinn 18,525,317 173,808 3,790,337
Atara Dzikowski 18,523,186 175,939 3,790,337
Chuck Hansen 18,530,197 168,928 3,790,337
Judit Nagypal 18,524,656 174,469 3,790,337
Daniel Ollech 18,528,506 170,619 3,790,337
Each of the nine nominees was elected
to serve as a director of the Company.
Proposal 3 - Approval, on a non-binding
advisory basis, of the compensation of the Company’s named executive officers.
FOR AGAINST ABSTAIN Broker Non-vote
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Proposal No. 3 18,339,177 295,726 64,222 3,790,337
Proposal 3 was approved, on a non-binding
advisory basis.
Proposal 4 - Ratification of the appointment
of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
FOR AGAINST ABSTAIN Broker Non-vote
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Proposal No. 4 22,199,678 248,218 41,566 0
Proposal 4 was approved.
Proposal 5 - Approval of an amendment
to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding
common stock at a ratio of up to one-for-two hundred fifty (1-for-250), with the exact ratio and the timing of effectiveness to be determined
by the Board of Directors in its discretion at any time on or prior to December 31, 2027.
FOR AGAINST ABSTAIN Broker Non-vote
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Proposal No. 5 21,128,067 1,285,340 76,055 0
Proposal 5 was approved.
Proposal 6 - Approval, for purposes
of Nasdaq Listing Rule 5635, of the issuance of up to 7,000,000 shares of the Company’s common stock to Adrian Holdings S.R.L. in
connection with the QuantumSpeed asset acquisition.
FOR AGAINST ABSTAIN Broker Non-vote
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Proposal No. 6 18,448,619 197,727 52,779 3,790,337
Proposal 6 was approved.
Proposal 7 - Approval, for purposes
of Nasdaq Listing Rule 5635, of the issuance of up to 3,500,000 shares of the Company’s common stock to Dream America Marketing
Services, Ltda. in connection with the xClibre asset acquisition.
FOR AGAINST ABSTAIN Broker Non-vote
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Proposal No. 7 18,446,617 222,058 30,450 3,790,337
Proposal 7 was approved.
Proposal 8 - Approval, for purposes
of Nasdaq Listing Rule 5635, of the issuance of an initial 1,872,659 shares of the Company’s common stock to SaverOne 2014 Ltd and
its management under the Exchange Agreement, and additional shares of common stock pursuant to the value protection mechanism described
therein.
FOR AGAINST ABSTAIN Broker Non-vote
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Proposal No. 8 18,392,029 271,512 35,584 3,790,337
Proposal 8 was approved.
Proposal 9 - Approval, for purposes
of Nasdaq Listing Rule 5635, of the issuance of shares of the Company’s common stock to BladeRanger Ltd. and its designees under
the Solar Drone Agreement in connection with the Company’s acquisition of Solar Drone Ltd., consisting of 1,500,000 shares issued
as consideration and an indeterminate number of shares issuable upon exercise of related prefunded warrants.
FOR AGAINST ABSTAIN Broker Non-vote
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Proposal No. 9 18,433,378 239,987 25,760 3,790,337
Proposal 9 was approved.
Proposal 10 - Approval, for purposes
of Nasdaq Listing Rule 5635, of the issuance of shares of the Company’s common stock to Foresight Autonomous Holdings Ltd. (“Foresight”)
in connection with a Securities Exchange Agreement pursuant to which the Company will acquire, in two stages, newly issued ordinary shares
of Foresight representing 52% of Foresight’s issued and outstanding share capital.
FOR AGAINST ABSTAIN Broker Non-vote
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Proposal No. 10 1,237,291 17,423,131 38,703 3,790,337
Proposal 10 was not approved.
No other matters were presented
for a vote at the Meeting.