ZEDGE, INC. (NYSEMKT:ZDGE) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07Submission of Matters to a Vote of Security
Holders.

(a)Zedge, Inc.s (the Company) Annual Meeting of Stockholders was
held on January 18, 2017 (the Meeting). Stockholders voted on the
matters set forth below.

(b) (1) A majority of the votes present or represented at the
Meeting by the holders of shares entitled to vote on the
following matter were voted in connection with the election of
each of the Board of Directors nominees named in the Proxy
Statement of the Company.

The nominees for election to the Board of Directors were elected,
each for a one-year term, based upon the following votes:

(2) A majority of the votes present or represented at the Meeting
by the holders of shares entitled to vote on the following matter
were voted in connection with the approval of an amendment to the
Companys 2016 Stock Option and Incentive Plan.

The number of votes cast with respect to this matter was as
follows:

(3) A majority of the votes present or represented at the Meeting
by the holders of shares entitled to vote on the following matter
were voted in connection with the approval of the acceleration of
the vesting date of restricted stock that will be automatically
awarded to the Companys non-employee directors.

The number of votes cast with respect to this matter was as
follows:

(4) A majority of the votes present or represented at the Meeting
by the holders of shares entitled to vote on the following matter
were voted in connection with the approval of an advisory vote on
the compensation of the Named Executive Officers.

The number of votes cast with respect to this matter was as
follows:

(5) A majority of the votes present or represented at the Meeting
by the holders of shares entitled to vote on the following matter
were voted in connection with the approval of an advisory vote on
the frequency of future advisory votes on the compensation of the
Named Executive Officers.

The number of votes cast with respect to this matter was as
follows:

(6) A majority of the votes present or represented at the Meeting
by the holders of shares entitled to vote on the following matter
were voted in connection with the ratification of the appointment
of BDO USA, LLP as the Companys independent registered public
accounting firm for the Fiscal Year ending July 31, 2017.

The number of votes cast with respect to this matter was as
follows:

About ZEDGE, INC. (NYSEMKT:ZDGE)

Zedge, Inc. is a provider of content distribution platforms, centered on self-expression, enabling both creators looking to promote their content and consumers utilizing such content to express their identity, feelings, tastes and interests. The Company’s platform enables consumers to personalize their mobile devices with free, ringtones, wallpapers, home screen application icons and notification sounds. The users primarily access the Company’s content through its smartphone application, called Zedge. The Company’s smartphone application is available in the Google Play and iTunes application stores. The Company has developed a distributed platform that consists of both open source and proprietary technologies centered on content management and discovery, Web and application development, data mining and analytics, deep learning, mobile content/device compatibility, advertising and reporting.

ZEDGE, INC. (NYSEMKT:ZDGE) Recent Trading Information

ZEDGE, INC. (NYSEMKT:ZDGE) closed its last trading session up +0.04 at 3.17 with 48,812 shares trading hands.