CUEN Cuentas Inc (CE)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 15, Cuentas Inc. (the “Company”) completed its 2021 annual meeting of the stockholders (the “Annual Meeting). The number of shares entitled to vote at the Annual Meeting as of the record date was 14,965,690 shares of common stock (the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 10,627,010 shares. At the Annual Meeting, the Company’s stockholders (i) elected Arik Maimon, Michael De Prado, Adiv Baruch, Richard J. Berman, Yochanon Bruk, Jeff Lewis, Edward Maldonado, Carol Pepper, and David B. Schottenstein as directors, (ii) approved, on an advisory basis, the Company’s executive compensation, (iii) approved the frequency of three years for future advisory votes on the Company’s executive compensation, (iv) ratified the appointment of Halperin Ilanit CPA as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, and (v) approved and adopted the Company’s 2021 Share Incentive Plan. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

Proposal No. 1 – Election of Directors

Arik Maimon, Michael De Prado, Adiv Baruch, Richard J. Berman, Yochanon Bruk, Jeff Lewis, Edward Maldonado, Carol Pepper, and David B. Schottenstein were elected to serve until the 2022 annual meeting of stockholders, or until their successors are elected and qualified, or until their earlier resignation or removal. The voting results were as follows:

Proposal No. 2 – Approval, on a non-binding Advisory Basis, of Executive Compensation

The executive compensation, on a non-binding advisory vote, was approved for the Company’s named executive officers. The voting results were as follows:

Proposal No. 3 – Approval, on a non-binding Advisory Basis, of the Frequency of Advisory Vote on Executive Compensation

The frequency of three years for future advisory votes on the Company’s executive compensation was approved by a non-binding advisory vote. The voting results were as follows:

Proposal No. 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The appointment of Halperin Ilanit CPA as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified. The voting results were as follows:

Proposal No. 5 – Approval and Adoption of the 2021 Share Incentive Plan

The Company’s 2021 Share Incentive Plan was approved. The voting results were as follows: