On April 15, 2019, Spherix Incorporated (the “ Company ”) held its annual meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders (i) re-elected Robert J. Vander Zanden, Anthony Hayes, Tim S. Ledwick, Eric Weisblum and Gregory James Blattner as directors of the Company, (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, (iii) approved, on a non-binding, advisory basis, the Company’s executive compensation, (iv) approved a proposal to amend the Company’s amended and restated certificate of incorporation, as amended (the “ Certificate of Incorporation ”) to effect a reverse stock split of the Company’s common stock at a ratio of up to ten-for-one, with the exact ratio to be set within that range at the sole discretion of the Company’s Board of Directors without further approval or authorization by the Company’s stockholders, and (v) approved an amendment to the Spherix Incorporated 2014 Equity Incentive Plan (the “ 2014 Plan ”) to increase the number of shares of common stock authorized to be issued pursuant to the 2014 Plan from 434,210 to 1,034,210. Stockholders of record at the close of business on February 20, 2019 were entitled to one vote for each share of common stock, ten/nineteenths votes per share of Series D Convertible Preferred Stock (as converted, one vote for each of 2,487 shares of common stock) and ten/nineteenths votes per share of Series D-1 Convertible Preferred Stock (as converted, one vote for each of 439 shares of common stock) held.  On February 20, 2019, there were 8,542,530 shares of common stock issued and outstanding, 4,725 shares of Series D Convertible Preferred Stock issued and outstanding and 834 shares of Series D-1 Convertible Preferred Stock issued and outstanding, of which 6,213,005 were represented at the Meeting, or approximately 72.70% of the total outstanding, which was sufficient to constitute a quorum.

Set forth below are the final voting results for each of the proposals:

Proposal No. 1 – Election of directors

Robert J. Vander Zanden, Anthony Hayes, Tim S. Ledwick, Eric Weisblum and Gregory James Blattner were elected to serve until the 2020 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:

Proposal No. 2 – Ratification of the appointment of independent registered public accounting firm

The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified. The voting results were as follows: 

Proposal No. 3 – Approval, by non-binding advisory vote, of the Company’s executive compensation

The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows: 

Proposal No. 4 – Approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of up to ten-for-one

The proposed amendment to the Company’s Certificate of Incorporation to effect a reverse stock split was approved. The voting results were as follows: 

Proposal No. 5 – Approval of an amendment to the 2014 Plan to increase the number of shares of common stock authorized to be issued pursuant to the 2014 Plan from 434,210 to 1,034,210

The proposed amendment to the 2014 Plan to increase the number of shares of common stock authorized to be issued thereunder was approved. The voting results were as follows: