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

On December 12, 2022, IR-Med, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Meeting"). Holders of the shares of the Company's common stock were entitled to one vote per share held as of the close of business on November 8, 2022 (the "Record Date"). As of the close of business on the Record Date, 68,720,970 shares of common stock of the Company were issued and outstanding and entitled to vote at the Meeting. At the Meeting, the stockholders voted on five proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 28, 2022. Stockholders approved each of the proposals presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company's stockholders.

Proposal 1 - Re-election of Yaniv Cohen and Re-election of Inna Martin as Class I Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified.





              For               Withheld      Broker Non-Votes
Yaniv Cohen     39,144,271             12                     -

Inna Martin     39,144,271             12

Proposal 2- Amendment to the Company's 2020 Equity Incentive Plan to increase the number of shares available thereunder.





For               Against       Abstain
  39,144,257            26             -

Proposal 3 - Ratification of the appointment of Somekh Chaikin Member Firm of KPMG International as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.





For               Against       Abstain
  39,144,279             4             -

Proposal 4 - Advisory Vote to Approve Named Executive Officer Compensation.





For               Against       Abstain
  39,144,257            14             -

Proposal 5 - Advisory Vote on the Frequency of the Advisory Vote to Approve Named Executive Officer Compensation.





 One Year       Two years      Three Years       Abstain
  2,600,020             13       36,544,242             8




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