CytoDyn Inc. (OTCMKTS:CYDY) Files An 8-K Submission of Matters to a Vote of Security Holders

CytoDyn Inc. (OTCMKTS:CYDY) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07

Submission of Matters to a Vote of Security Holders.

On August24, 2017, CytoDyn Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which certain matters were submitted to a vote of stockholders. A total of 108,924,077 shares were represented in person or by proxy at the Annual Meeting, out of 152,763,243 shares outstanding and entitled to vote as of the record date. The final results for each of the matters submitted are set forth below. Each of the proposals was approved, except for Proposal 5, which was not approved. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on July24, 2017 (the “Proxy Statement”).

Proposal No.1 – Election of Eight Directors. The stockholders elected eight directors, each for a one-year term:

Nominee	Shares Voted For	Shares Withheld	Broker Non- Votes
Denis R. Burger, Ph.D.	74,653,226	3,664,152	30,606,699
Anthony D. Caracciolo	74,630,992	3,686,386	30,606,699
Gregory A. Gould	74,176,733	4,140,645	30,606,699
Scott A. Kelly, M.D.	75,996,157	2,321,221	30,606,699
A. Bruce Montgomery, M.D.	76,261,441	2,055,937	30,606,699
Jordan G. Naydenov	75,920,831	2,396,547	30,606,699
Nader Z. Pourhassan, Ph.D.	75,658,489	2,658,889	30,606,699
Carl C. Dockery	76,241,285	2,076,093	30,606,699

Proposal No.2 – Amendment to Increase the Number of Shares Authorized for Issuance Under the 2012 Equity Incentive Plan. The stockholders approved a proposal to amend certain provisions of the 2012 Equity Incentive Plan, as described in the Proxy Statement, including an increase in the number of shares of capital stock authorized for issuance under the 2012 Equity Incentive Plan from 7,000,000 to 15,000,000, by the votes set forth in the table below:

For	Against	Abstained	BrokerNon-Vote
57,810,711	19,333,027	1,173,640	30,606,699

Proposal No.3 – Approval of Reverse Stock Split. The stockholders approved a proposal to effect a reverse stock split at a ratio of any whole number between one-for-two and one-for-ten, as determined by the board of directors, and simultaneously reduce the number of authorized shares of common stock to 200,000,000, at any time before August24, 2018, if and as determined by the board of directors, by the votes set forth in the table below:

For	Against	Abstained
87,398,545	21,211,577	313,955

Proposal No.4 – Amendment to Certificate of Incorporation to Increase the Number of Authorized Shares. The stockholders approved a proposal to amend the certificate of incorporation of the Company (the “Certificate of Incorporation”) to increase the total number of authorized shares of common stock to 375,000,000, by the votes set forth in the table below:

For	Against	Abstained
93,614,640	14,800,575	508,862

Proposal No.5 – Amendment to Certificate of Incorporation to Eliminate a Provision that Permits Removal of the Company’s Directors Only With Cause. The stockholders did not approve a proposal to amend the Certificate of Incorporation to eliminate a provision that permits the removal of directors only with cause, by the votes set forth in the table below:

For	Against	Abstained	BrokerNon-Vote
73,247,233	4,156,801	913,344	30,606,699

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Proposal No.6 – Ratification of Selection of Independent Registered Public Accounting Firm. The stockholders approved the selection of Warren Averett, LLC as independent registered public accounting firm for the fiscal year ending May31, 2018, by the votes set forth in the table below:

For	Against	Abstained
106,388,575	1,966,762	568,740

Proposal No.7 –Advisory Vote on Executive Compensation. The stockholders approved the compensation paid to executive officers, by the votes set forth in the table below:

For	Against	Abstained	BrokerNon-Vote
60,290,110	16,413,247	1,614,021	30,606,699

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About CytoDyn Inc. (OTCMKTS:CYDY)
CytoDyn Inc. is a clinical-stage biotechnology company. The Company is focused on the clinical development and commercialization of humanized monoclonal antibodies to treat Human Immunodeficiency Virus (HIV) infection. The Company’s lead product candidate, PRO 140, belongs to a class of HIV therapies known as entry inhibitors that block HIV from entering into and infecting certain cells. The Company’s product pipeline also includes Cytolin and CytoFeline. Cytolin is a mouse monoclonal antibody developed to identify a specific type of immune cell called a cytotoxic T cell, or cytotoxic T lymphocyte (CTL). CytoFeline is an anti-lymphocyte function-associated antigen-1 (LFA-1) antibody for the treatment of Feline Immunodeficiency Virus (FIV) infection. PRO 140 blocks HIV from entering a cell by binding to a molecule called C-C chemokine receptor type 5 (CCR5). The Company has finished Phase II clinical trials for PRO 140 with demonstrated antiviral activity in man.