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

On July 7, 2022, Mandiant, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 27, 2022. The voting results are set forth below.

Proposal 1: Election of Class III Directors


   Nominee             Votes For     Votes Against    Abstentions     Broker Non-Votes
   Kevin R. Mandia    164,214,007      2,689,933         82,430          29,479,150
   Enrique Salem      147,977,005     18,745,961        263,404          29,479,150

Kevin R. Mandia and Enrique Salem were duly elected as Class III directors of the Company.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For Votes Against Abstentions Broker Non-Votes


 195,661,266       674,325         129,929              -

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation

Votes For Votes Against Abstentions Broker Non-Votes

85,291,033 80,878,762 816,575 29,479,150

The advisory vote to approve the compensation paid to the Company's named executive officers for the fiscal year ended December 31, 2021 was approved.

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation

1 Year 2 Years 3 Years Abstentions Broker Non-Votes

164,092,814 89,431 2,474,191 329,934 29,479,150

The frequency of future advisory votes to approve named executive officer compensation that received the highest number of votes was 1 Year. In accordance with the recommendation of the Company's Board of Directors and the voting results of the Company's stockholders, the Company will include a stockholder vote on the compensation of executives in its proxy materials every year until the next stockholder advisory vote on the frequency of holding future advisory votes on named executive officer compensation.

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