Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a) On
December 11, 2016, NanoViricides, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Meeting”).
Of the 58,180,000 shares of common stock entitled to vote at the Meeting, 49,274,264 shares of common stock were present in
person or by proxy and entitled to vote and 3,545,163 shares of Series A Convertible Preferred Stock (“Series A Preferred
Shares”) were present in person or by proxy and entitled to vote, representing approximately 84.8% of the Company’s
outstanding voting capital stock.
(b) At
the Meeting, the Company’s stockholders: (i) re-elected Dr. Eugene Seymour, MD, MPH, as a Class II Director and Stanley Glick,
CPA, as a Class III Director, each for a two-year term expiring at the 2018 annual meeting of stockholders and until each of their
respective successors are duly elected and qualified or until each of their respective earlier resignation or removal; (ii) voted
to conduct an advisory vote on the compensation of the Company’s Named Executive Officers; and (iii) ratified the appointment
of Eisner Amper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2017.
Each proposal is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission
on October 28, 2016.
The voting results of the shares of common
stock for each proposal are set forth below:*
Proposal 1
– Election of All
Directors:
Total Shares Voted
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Votes Against
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Total Votes Withheld
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Percentage
Voted For
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Broker
Non-Votes
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22,184,857
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0
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814,742
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96.45%
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26,274,665
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Re-election of Dr. Eugene Seymour, MD,
MPH as a Class II Director:
Votes For
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Votes Against
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Votes Withheld
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Percentage
Voted For
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22,049,582
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0
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950,017
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95.87%
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Re-election of Stanley Glick, CPA as a
Class III Director:
Votes For
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Votes Against
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Votes Withheld
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Percentage
Voted For
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22,025,517
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0
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974,082
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95.76%
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Proposal 2-
To conduct an advisory
vote on the compensation of the Company’s Named Executive Officers:
Votes For
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Votes Against
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Votes Abstained
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Percentage
Voted For
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Broker
Non-Votes
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21,962,923
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481,424
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555,252
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95.49%
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26,274,665
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Proposal 3
- To ratify the appointment
of Eisner Amper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2017:
Votes For
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Votes Against
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Votes Abstained
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Percentage
Voted For
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Broker
Non-Votes
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47,094,500
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905,977
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1,273,787
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95.57%
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0
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*These results do not include the votes of the 3,545,163 outstanding
shares of the Company’s outstanding Series A Preferred Shares, which votes the rate of 9 votes per share, and of which 3,545,163
shares voted in favor of each of Proposals 1, 2 and 3.