ITEM 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 10, 2023, Ashford Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). As of March 10, 2023, the record date for the Annual Meeting, (i) 3,225,969 shares of common stock were issued and outstanding and (ii) 19,120,000 shares of Series D Cumulative Convertible Preferred Stock were issued and outstanding (which shares were convertible, in the aggregate, along with all unpaid accrued and accumulated dividends thereon, into 4,227,427 shares of common stock), which are entitled to vote on any matters submitted to the holders of the Company's common stock under the Company's amended and restated articles of incorporation. Thus, in the aggregate, a total of 7,453,396 shares of common stock were entitled to vote, each share being entitled to one vote. The results below reflect the application of the voting restrictions set forth in the Investor Rights Agreement, dated November 6, 2019, with Mr. Monty J. Bennett, Mr. Archie Bennett Jr., MJB Investments, Mr. James L. Cowen, Mr. Jeremy J. Welter, Mr. Mark A. Sharkey, Ms. Marissa A. Bennett and other related parties, as filed with the Securities and Exchange Commission.

At the Annual Meeting, 2,353,664 shares of common stock and 4,154,685 shares of Series D Cumulative Convertible Preferred Stock on an as-converted basis, or approximately 87.32% of the eligible voting shares, were represented either in person or by proxy.

(b) At the Annual Meeting, the stockholders voted on the following items:

1. Proposal One - To elect six nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The following nominees were elected to the Company's Board of Directors (constituting the entire Board of Directors), with the voting results for each nominee as shown:



                                                            Broker
          Name                  For         Withheld       Non-Votes
Monty J. Bennett              5,439,288        320,745        748,316
Dinesh P. Chandiramani        5,454,241        305,792        748,316
Darrell T. Hail               5,355,039        404,994        748,316
Uno Immanivong                5,355,480        404,553        748,316
W. Michael Murphy             5,455,002        305,031        748,316
Brian Wheeler                 5,309,210        450,823        748,316

2. Proposal Two - To obtain advisory approval of the Company's executive compensation. This proposal was approved by the votes indicated below:



                                               Broker
    For          Against        Abstain       Non-Votes
 5,712,328       32,067         15,638         748,316

3. Proposal Three - To ratify the appointment of BDO USA, LLP, a national public accounting firm, as the Company's independent auditors for the fiscal year ending December 31, 2023. This proposal was approved by the votes indicated below:



    For          Against        Abstain
 6,503,906        2,507          1,936



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