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

The Annual Meeting of Stockholders of the Quince Therapeutics, Inc. (the "Company") was held online via live audio webcast on May 24, 2023 (the "Annual Meeting"). At the Annual Meeting, there were present, in person virtually or by proxy, holders of 26,367,374 shares of common stock, or approximately 72.7% of the total outstanding shares eligible to be voted. The final voting results with respect to each proposal presented at the Annual Meeting is set forth below:

Proposal One - Election of Directors

The Company's stockholders approved the election of two Class I directors to the Board of Directors for three year terms or until their respective successors are duly elected and qualified or until their earlier death, resignation, disqualification or removal. The results of such vote were:



                                                   Votes           Broker
Nominee                          Votes For       Withheld        Non-Votes
Margaret A. McLoughlin, Ph.D.     8,179,717       2,984,619       15,203,038
Una Ryan, OBE, Ph.D.              8,241,330       2,923,006       15,203,038

Proposal Two - Approval of Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split

The Company's stockholders approved the amendment to the Company's amended and restated certificate of incorporation to effect a reverse stock split of the issued and outstanding common stock at a ratio of one-for-ten. The results of such vote were:



Votes For    Votes Against   Abstentions
22,299,310     4,034,434       33,629

Proposal Three - Ratification of Selection of Independent Registered Accounting Firm

The Company's stockholders ratified the selection of BDO USA, LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2023. The results of such vote were:



Votes For    Votes Against   Abstentions
22,898,628     2,137,117      1,331,629

Proposal Four - Approval, on an advisory basis, of the compensation of the Company's named executive officers

The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The results of such vote were:

Votes For Votes Against Abstentions Broker Non-Votes 8,713,466 2,313,145 137,725 15,203,038

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