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 its annual meeting of stockholders (the “Annual Meeting”) at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111 on May24, 2018 ET. Of the Company’s 12,333,101 shares of common stock issued and outstanding and eligible to vote as of the record date of March31, 2018, a quorum of 9,467,359 shares, or 76.8% 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 May11, 2018 (the “Proxy Statement”). The following actions were taken at the Annual Meeting:

Proposal 1—To elect the one ClassI director nominee named in the Proxy Statement to serve a three-year term expiring in 2021.

Name of Director Elected	Votes For	VotesAgainst	VotesAbstained	BrokerNon-Votes
Juliet Thompson	9,461,399	2,060	3,960	—

Proposal 2—For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of 30,000 stock options to purchase 30,000 shares of common stock to Juliet Thompson on the terms set out in the Proxy Statement. This proposal was approved.

For	Against	Abstained	BrokerNon-Vote
9,413,339	54,020		—

Proposal 3—For the purposes of ASX Listing Rule 7.1A and for all other purposes, to approve the issue of equity securities up to 10% of the issued capital of the Company (calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A) on the terms and conditions set out in the Proxy Statement. This proposal was approved.

For	Against	Abstained	BrokerNon-Vote
9,464,768	2,591		—

Proposal 4—For the purposes of ASX Listing Rule 10.11 and for all other purposes, to approve, conditional on the approval of Proposal 5, the issue of a convertible note with a face value of US$1.75million to Crystal Amber Fund Limited, an existing stockholder, on the terms and conditions set out in the Proxy Statement. This proposal was approved.

For	Against	Abstained	BrokerNon-Vote
3,606,139*	6,091		—

Proposal 5—For the purposes of ASX Listing Rule 10.11 and for all other purposes, to approve, conditional on the approval of Proposal 4, the issue of a warrant to Crystal Amber Fund Limited, an existing stockholder, which will entitle Crystal Amber Fund Limited to subscribe for 97,222,200 CHESS Depositary Interests of the Company (“CDIs”) (representing 1,944,444 shares of common stock of the Company) on the terms and conditions set out in the Proxy Statement. This proposal was approved.

For	Against	Abstained	BrokerNon-Vote
3,604,539**	7,691		—

Proposal 6— For the purposes of ASX Listing Rule 10.11 and for all other purposes, to approve Crystal Amber Fund Limited having the right to convert, should it elect to do so, all amounts outstanding at the relevant time under the US$5,000,000 secured convertible note that was issued to it to a Note Purchase Agreement dated June15, 2017 into CDIs of the Company, on the terms and conditions set out in the Proxy Statement. This proposal was approved.

For	Against	Abstained	BrokerNon-Vote
3,604,539***	4,191	3,560	—

*	Of the 9,461,268 votes to approve Proposal 4, 5,855,129 votes were disregarded because the voting shareholder is Crystal Amber Fund Limited, the existing shareholder and counterparty to the convertible note that is the subject of Proposal 4.

**	Of the 9,459,668 votes to approve Proposal 5, 5,855,129 votes were disregarded because the voting shareholder is Crystal Amber Fund Limited, the existing shareholder and counterparty to the warrant that is the subject of Proposal 5.

***	Of the 9,459,668 votes to approve Proposal 6, 5,855,129 votes were disregarded because the voting shareholder is Crystal Amber Fund Limited, the existing shareholder whose right to convert the convertible note is the subject of Proposal 6.