Evolving Systems,Inc.Files An 8-K Submission of Matters to a Vote of Security Holders

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Evolving Systems,Inc.Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security
Holders

Evolving Systems held its Annual Meeting of Stockholders on
June14, 2017 (Annual Meeting) at the Companys headquarters in
Englewood, Colorado. The Company is providing the following
information regarding the results of the matters voted on by
stockholders at the Annual Meeting.

DavidJ. Nicol, DavidS. Oros, RichardR. Ramlall, Julian D. Singer,
Matthew Stecker and Thomas Thekkethala were elected to the Board
of Directors. The stockholders also approved the Amendment to the
Companys 2016 Stock Incentive Plan, they approved the advisory
vote on Executive Compensation, and they also ratified the Board
of Directors appointment of Friedman LLP as the Companys
independent registered public accounting firm for the year ended
December31, 2017.

The Companys inspector of election certified the vote
tabulations.

The final voting results on these matters were as follows:

1. Election of Directors.

Name

VotesFor

VotesWithheld

BrokerNon-Vote

David J. Nicol

5,485,340

662,739

4,696,948

David S. Oros

5,466,030

682,049

4,696,948

Richard R. Ramlall

4,515,475

1,632,604

4,696,948

Julian D. Singer

4,470,601

1,677,478

4,696,948

Matthew Stecker

5,486,430

661,649

4,696,948

Thomas Thekkethala

5,947,094

200,985

4,696,948

2. Approval of an Amendment to the 2016 Stock Incentive Plan to
increase the number of shares of Common Stock available for
issuance under the Plan by 400,000 shares.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Vote

4,646,214

1,442,061

59,803

4,696,949

3. Approval of the Advisory Vote on Executive Compensation.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Vote

5,854,177

230,606

63,295

4,696,949

4. Ratification of the selection of Friedman LLP as the Companys
independent registered public accounting firm to audit the
consolidated financial statements of Evolving Systems for its
fiscal year ending December31, 2017.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Vote

10,765,317

44,749

34,961


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