GI DYNAMICS, INC. (OTCMKTS:GIDYL) Files An 8-K Submission of Matters to a Vote of Security Holders

GI DYNAMICS, INC. (OTCMKTS:GIDYL) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07

Submission of Matters to a Vote of Security Holders

GI Dynamics, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111 on February27, 2018 EST. Of the Company’s 11,157,489 shares of common stock issued and outstanding and eligible to vote as of the record date of December31, 2017, a quorum of 7,983,326 shares, or 71.55% of the eligible shares, was present in person or represented by proxy. Each of the matters set forth below is described in detail in the definitive proxy statement filed with the Securities and Exchange Commission on February6, 2018. The following actions were taken at the Special Meeting:

Proposal 1 – For the purposes of Australian Securities Exchange (“ASX”) Listing Rule 7.4 and for all other purposes, to ratify the prior issue by the Company of 28,467,063 CHESS Depositary Interests (“CDIs”) (equivalent to 569,341 shares of common stock of the Company (“Shares”)) in the capital of the Company with an issue price of A$0.035 per CDI under a private placement to select sophisticated and professional investors in Australia and the United States on the terms and conditions set out in the accompanying proxy statement . This proposal was approved.

For	Against	Abstained	BrokerNon-Vote
7,890,684*

Proposal 2 – For the purposes of ASX Listing Rule 10.11 and for all other purposes, to approve our issue of 27,391,756 CDIs (equivalent to 547,835 Shares) in the capital of GI Dynamics, Inc. with an issue price of A$0.035 per CDI under a private placement to Crystal Amber Fund Limited, an existing shareholder, on the terms and conditions set out in the accompanying proxy statement. This proposal was approved.

For	Against	Abstained	BrokerNon-Vote
2,770,577**

Proposal 3 – For the purposes of ASX Listing Rule 10.1 and for all other purposes, to approve our issue of 2,921,800 CDIs (equivalent to 58,436 Shares) in the capital of GI Dynamics, Inc. with an issue price of A$0.035 per CDI under a private placement to Timothy J. Barberich, one of our non-executive directors, on the terms and conditions set out in the accompanying proxy statement. This proposal was approved.

For	Against	Abstained	BrokerNon-Vote
7,979,053	4,273

Proposal 4 – To authorize an adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1 through 3. This proposal was approved.

For	Against	Abstained	BrokerNon-Vote
7,977,624		5,152

*	Of the 7,982,684 votes to approve Proposal 1, 92,000 votes were disregarded because the voting shareholder is an investor in the private placement that is the subject of Proposal 1.

**	Of the 7,982,684 votes to approve Proposal 2, 5,212,107 votes were disregarded because the voting shareholder is Crystal Amber Fund Limited, the existing shareholder whose investment is the subject of Proposal 2.