ITEM 5.07
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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On
May 24, 2019, Helios and Matheson Analytics Inc. (“we,” “our,” or the “Company”) held a special
meeting of stockholders. A total of 2,001,541,260 shares of our common stock, par value $0.01 per share (the “Common Stock”),
20,500 shares of our Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), and 60,000
shares of our Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) were outstanding
as of March 25, 2019, the record date for the special meeting. For each share of Common Stock held as of the record date, the
holder was entitled to one vote on each proposal to be voted on. For each share of the Series A Preferred Stock held as of the
record date, the holder was entitled to 3,205 votes on all matters on which stockholders were entitled to vote generally and one
vote on all matters on which the holders of the Series A Preferred Stock were entitled to vote as a separate class. However, the
number of votes that a holder of Series A Preferred Stock was entitled to cast on any matter on which stockholders were entitled
to vote generally, when aggregated with any of our other voting securities held by such holder, could not exceed 19.9% of the
outstanding voting power of the Company as of June 21, 2018. For each share of Series B Preferred Stock held as of the record
date, the holder was entitled to 16,667 votes on all matters on which stockholders were entitled to vote generally and one vote
on all matters on which the holders of Series B Preferred Stock were entitled to vote as a separate class. However, the number
of votes that a holder of Series B Preferred Stock was entitled to cast on any matter on which stockholders are entitled to vote
generally, when aggregated with any of our other voting securities held by such holder, could not exceed 9.99% of the number of
shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion
of Series B Preferred Stock held by such holder. Set forth below are the matters acted upon at the special meeting and the final
voting results on each matter as reported by our inspector of elections.
Proposal
One: Approval of the Reverse Split Amendment
Our
stockholders approved the amendment of our certificate of incorporation to effect a one-time reverse stock split (the “Reverse
Split Amendment”) of common stock at a ratio of 1 share-for-2 shares up to a ratio of 1 share-for-1,000 shares, which ratio
will be selected by our Board of Directors and set forth in a public announcement if the Board of Directors determines to implement
the Reverse Split Amendment. Holders of shares of Common Stock, holders of shares of Series A Preferred Stock and holders of Series
B Preferred Stock voted together as a single class; holders of shares of Series A Preferred Stock voted separately as a single
class; and holders of shares of Series B Preferred Stock voted separately as a single class on this proposal. The results of the
vote were as follows:
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For
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Against
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Abstentions
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Broker
Non-Votes
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Holders
of Shares of Common Stock, Holders of Shares of Series A Preferred Stock and Holders of Shares of Series B Preferred Stock
Voting Together as a Single Class
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1,572,577,827
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1,015,505,151
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34,346,847
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0
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Holders
of Shares of Series A Preferred Stock Voting Separately as a Single Class
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15,000
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0
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0
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0
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Holders
of Shares of Series B Preferred Stock Voting Separately as a Single Class
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60,000
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0
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0
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0
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Proposal
Two: Approval of the reduction in number of shares of authorized Common Stock
Our
stockholders approved, subject to the approval of the Reverse Split Amendment, an amendment to our certificate of incorporation
to reduce the number of shares of our authorized common stock from 5,000,000,000 to 2,000,000,000 and to decrease the total number
of authorized shares of capital stock from 5,002,000,000 to 2,002,000,000. Implementation of Proposal 2 is contingent upon actual
implementation of the Reverse Split Amendment by Board of Directors. Holders of shares of Common Stock, holders of shares
of Series A Preferred Stock and holders of Series B Preferred Stock voted together as a single class; holders of shares of Common
Stock voted separately as a single class; holders of shares of Series A Preferred Stock voted separately as a single class; and
holders of shares of Series B Preferred Stock voted separately as a single class on this proposal. The results of the vote were
as follows:
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For
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Against
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Abstentions
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Broker
Non-Votes
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Holders
of Shares of Common Stock, Holders of Shares of Series A Preferred Stock and Holders of Shares of Series B Preferred Stock
Voting Together as a Single Class
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1,556,626,286
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1,017,389,855
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48,413,684
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0
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Holders
of Shares of Common Stock Voting Separately as a Single Class
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927,761,988
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710,970,206
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48,413,684
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0
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Holders
of Shares of Series A Preferred Stock Voting Separately as a Single Class
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15,000
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0
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0
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0
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Holders
of Shares of Series B Preferred Stock Voting Separately as a Single Class
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40,000
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20,000
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0
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0
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Proposal
Three: Adjournment Proposal
Our
stockholders did not approve the adjournment of the special meeting, if necessary, to solicit votes on the above proposals if
sufficient votes to pass the proposals were not received in time for the special meeting. Holders of shares of Common Stock, holders
of shares of Series A Preferred Stock and holders of Series B Preferred Stock voted together as a single class on this proposal.
Because the above proposals were approved, the adjournment of the special meeting was not necessary. The results of the vote were
as follows:
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For
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Against
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Abstentions
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Broker
Non-Votes
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Holders
of Shares of Common Stock, Holders of Shares of Series A Preferred Stock and Holders of Shares of Series B Preferred Stock
Voting Together as a Single Class
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1,283,803,461
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1,268,640,225
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69,986,139
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0
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