Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 22, 2022, The OLB Group, Inc. (the "Company") filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation (the "Charter Amendment") with the Secretary of State of Delaware following shareholder approval, at the Annual Meeting of Stockholders (the "Annual Meeting"), held on December 22, 2022. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.

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

At the Annual Meeting the stockholders of the Company approved the four proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company's Proxy Statement.





1.  Elect four members of the Board of Directors, each to serve for a one-year
term:



                                                 BROKER
                     FOR         WITHHELD       NON-VOTE
Ronny Yakov        6,829,634       123,703       1,933,048
Amir Sternhell     6,715,416       237,921       1,933,048
Ehud Ernst         6,692,038       261,299       1,933,048
Alina Dulimof      6,722,996       230,341       1,933,048

2. Ratify the appointment by the Board of Daszkal Bolton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022:



   FOR      AGAINST   ABSTAIN
8,583,229   275,122   28,034

3. Approve the Amended and Restated 2020 Stock Incentive Plan.





                                 BROKER
   FOR      AGAINST   ABSTAIN   NON-VOTE
6,727,697   218,020    7,620    1,933,048

4. Approve the Amendment to the Company's Certificate of Incorporation.





                                 BROKER
   FOR      AGAINST   ABSTAIN   NON-VOTE
6,832,282   88,714    32,341    1,933,048

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



3.1         Certificate of Amendment to Certificate of Incorporation of The OLB
          Group, Inc.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




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