MAM SOFTWARE GROUP, INC. (NASDAQ:MAMS) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07Submission of Matters to a Vote
of Security Holders

MAM Software Group, Inc. (the Company) held its 2017 annual
meeting of the stockholders (the Annual Meeting) at 875 Third
Avenue, 9^th Floor, New York, New York, on December 20,
2016. As described in the Companys proxy statement on Schedule
14A filed with the Securities and Exchange Commission on October
28, 2016, the Companys stockholders voted on five
matters: (i) the election of directors; (ii) the
ratification of the appointment of an independent registered
public accounting firm; (iii) the approval of the Companys 2017
Equity Incentive Plan; (iv) the approval, on a non-binding,
advisory basis, of the compensation of the Companys named
executive officers; and (v) the approval, on a non-binding,
advisory basis, on whether a non-binding advisory vote to approve
the compensation of the Companys named executive officers should
be held every one, two, or three years.

Of the 12,276,715 shares outstanding and entitled to vote as of
the record date for the Annual Meeting, 9,731,623 shares were
present at the Annual Meeting in person or by proxy. As such, a
quorum was established at the Annual Meeting.

Proxies for the Annual Meeting were solicited to Section 14(a) of
the Securities Exchange Act of 1934, as amended, and there was no
solicitation in opposition to managements nominees for directors.
All nominees for director listed below were elected. The term of
office for each director will be until the 2018 annual meeting of
the Companys stockholders and their successors are elected and
qualified, or until their earlier resignation or removal.

The final results of the election of directors were as follows:

The stockholders approved of the proposal to ratify the
appointment of KMJ Corbin Company LLP as the Companys independent
auditors for the fiscal year ending June 30, 2017, by a vote of
9,730,768 for, 332 against, and 523 abstentions. There were no
broker non-votes.

The stockholders approved of the proposal to approve the Companys
2017 Equity Incentive plan by a vote of 7,180,557 for, 10,408
against, 4,038 abstentions and 2,536,620 broker non-votes.

The stockholders approved of the proposal to approve, on a
non-binding, advisory basis, the compensation of the Companys
named executive officers by a vote of 7,163,391 for, 15,370
against, 16, 242 abstentions and 2,536,620 broker non-votes.

The stockholders approved the frequency option of Every 3 Years
as the frequency for which a non-binding, advisory vote to
approve the compensation of the Companys named executive officers
should be held by a vote of 427,967 for Every 1 Year, 132,700 for
Every 2 Years, 6,622,803 for Every 3 Years, 11,533 abstentions
and 2,536,620 broker non-votes.

About MAM SOFTWARE GROUP, INC. (NASDAQ:MAMS)

MAM Software Group, Inc. (MAM) is a technology holding company. The Company is a provider of cloud-based business and on premise management solutions for the auto parts, tires and vertical distribution industries. Its segments include MAM UK and MAM NA. It operates through three subsidiaries: MAM Software, Inc. (MAM NA), MAM Software Limited (MAM Ltd.) and Origin Software Solutions Ltd. (Origin) (MAM Ltd. and Origin are collectively referred to as MAM UK). The Company provides software, information and related services to businesses engaged in the automotive aftermarket in the United States, Canada, the United Kingdom and Ireland. In the United Kingdom Market, it also provides management solutions to businesses involved in the wholesale of construction materials. Its products and services include business management systems, information products, online services, and customer support and consulting and training.

MAM SOFTWARE GROUP, INC. (NASDAQ:MAMS) Recent Trading Information

MAM SOFTWARE GROUP, INC. (NASDAQ:MAMS) closed its last trading session up +0.09 at 6.37 with 10,031 shares trading hands.