Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in Item 5.07, on December 29, 2021 our 2017 Equity Incentive Plan was amended to make an additional 500,000 shares of our common stock available for the grant of equity awards.

Item 5.07 - Submission of Matters to a Vote of Security Holders.

Our 2021 annual meeting of stockholders was held on December 29, 2021. At the annual meeting our stockholders: (a) elected four directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; (b) ratified the Board of Directors' selection of WithumSmith+Brown, PC as our independent registered public accountants to audit our financial statements for the 2021 fiscal year; and (c) approved an amendment of our 2017 Equity Incentive Plan to make an additional 500,000 shares of our common stock available for the grant of equity awards (the "Incentive Plan Amendment Proposal").

There were 37,939,176 shares of AgeX common stock, par value $0.0001 per share, outstanding and eligible to vote at the annual meeting as of the close of business on November 15, 2021, the record date for determining stockholders entitled to vote at the meeting. There were 29,963,317 shares, or 78.98% of the voting power, represented at the meeting, either in person or by proxy. The following tables show the votes cast by our stockholders and any abstentions with respect to the matters presented to stockholders for a vote at the meeting. Information is also provided as to broker non-votes. A "broker non-vote" occurs when a stockholder whose shares are held in "street name" in a brokerage account or similar account does not instruct the stockholder's broker or other nominee in whose name the shares are registered how to vote on a matter as to which brokers and nominees are not permitted to vote without instructions from their client.




Election of Directors



Each of the following nominees were elected as directors by the following vote:





Nominee              Votes For        Votes Withheld
Gregory H. Bailey     19,767,940            4,495,402
Joanne M. Hackett     19,963,947            4,299,395
Michael H. May        19,764,910            4,498,432
Michael D. West       23,704,422              558,920



In addition, there were 5,699,975 broker non-votes with respect to the election of directors.

Ratification of Appointment of Independent Registered Public Accountants

The appointment of WithumSmith+Brown, PC as our independent registered public accountants for the fiscal year ending December 31, 2021 was ratified by the following vote:





          Shares Voted
For          29,307,240
Against         497,083
Abstain         158,994



There were no broker non-votes on this matter.

Incentive Plan Amendment Proposal

The Incentive Plan Amendment Proposal to make an additional 500,000 shares of AgeX common stock available for equity awards was approved by the following vote:





          Shares Voted
For          19,542,130
Against       4,458,427
Abstain         262,785



In addition, there were 5,699,975 broker non-votes on this matter.

Item 9.01 - Financial Statements and Exhibits.





Exhibit Number                              Description
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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