BSFC Blue Star Foods Corp. - 8-K

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

Blue
Star Foods Corp. (the “Company”) held its Annual Meeting of Stockholders on December 16, 2024. There were represented at
the Annual Meeting, by proxy, 2,194,538 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”),
out of a total number of 5,034,870 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s
stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.

Proposal
1. – Election of Directors The following individuals, each of whom was named as a nominee in the Company’s definitive
proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a plurality of votes cast to serve
on the Company’s Board of Directors until the Company’s annual meeting of stockholders for fiscal year 2026. Information
on the vote relating to each director standing for election is set forth below:

Nominee

For

Withheld

Broker
Non-Votes

John
Keeler

1,022,323

87,054

1,085,163

Nubar
Herian

1,020,292

89,085

1,085,163

Jeffrey
Guzy

1,014,676

94,701

1,085,163

Timothy
McLellan

1,021,276

88,100

1,085,163

Trond
Ringstad

1,021,003

88,374

1,085,163

Proposal
2. – Share Issuance Proposal was to approve
the issuance of shares in a non-public offering where the maximum number of shares of Common Stock to be issued may exceed 20% of the
Company’s issued and outstanding capital stock, as required by and in accordance with Nasdaq Marketplace Rule 5635. The proposal
was approved.

For

Against

Abstain

Broker
Non-Votes

967,378

135,227

6,773

N/A

Proposal
3. – Stock Split Proposal was to approve an amendment to our Amended and Restated Certificate of Incorporation to effect
a reverse stock split of the Common Stock, by a ratio of no less than 1-for-2 and no more than 1-for-20, with the exact ratio to be determined
by the Company’s Board of Directors in its sole discretion. The proposal was approved.

For

Against

Abstain

Broker
Non-Votes

1,981,560

211,022

1,958

N/A

Proposal
4. – Ratification of Appointment of Auditors. was to ratify the appointment of MaloneBailey, LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposal was approved.

For

Against

Abstain

Broker
Non-Votes

2,140,462

33,652

20,424

N/A

There
were no other proposals voted on at the Annual Meeting.