SDOT Sadot Group Inc. - 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders

Sadot Group Inc. (the “Company”)
held its Annual Meeting on April 13, 2026. Of the 1,994,324 shares of Common Stock outstanding on February 17, 2026, the record date,
1,398,677 shares of common stock and 10,000 Series A Preferred Stock were represented at the Annual Meeting, in person or by proxy, constituting
a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below
were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below:

(1) Election of Directors. The
following nominees for election as Director received the number of votes set opposite their respective names:

Nominee

For

Withheld

Non-Votes

Chagay Ravid

1,066,671

93,525

238,481

Sean Schnapp

1,101,434

58,762

238,481

Alexander David

1,101,272

58,924

238,481

Liat Franco

1,099,998

60,198

238,481

Yuriy Shirinyan

1,101,122

59,074

238,481

The aforesaid nominees have been
elected as Directors.

(2) Ratification of Appointment
of Independent Registered Public Accounting Firm received the following votes:

Votes

Amount

For

1,312,478

Against

81,083

Abstain

5,116

Non-Votes

0

The proposal was approved and
accordingly ratified.

(3) Amendment of the Company’s
Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock received the following votes:

Votes

Amount

For

1,264,768

Against

130,776

Abstain

3,133

Non-Votes

0

The proposal was approved.

(4) Approval of the 2025 Equity
Incentive Plan received the following votes:

Votes

Amount

For

1,091,153

Against

66,217

Abstain

2,826

Non-Votes

238,481

The proposal was approved.

(5) To Approve the Issuance of
Shares of Common Stock to Helena Pursuant to the Terms of a Purchase Agreement Included as Appendix C to the Proxy Statement, with Such
Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the Purchase
Agreement, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:

Votes

Amount

For

1,078,153

Against

76,454

Abstain

5,589

Non-Votes

238,481

The proposal was approved.

(6) To Approve the Issuance of
Shares of Common Stock to the December 2024 Purchasers Pursuant to the Terms of the December 2024 Notes Included as Appendix D to the
Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon
by the Parties to the December 2024 Notes, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received
the following votes:

Votes

Amount

For

1,078,140

Against

76,367

Abstain

5,689

Non-Votes

238,481

The proposal was approved.

(7) To Approve the Issuance of
Shares of Common Stock to the October 2024 Purchaser Pursuant to the Terms of the October 2024 Note Included as Appendix E to the Proxy
Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the
Parties to the October 2024 Note, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the
following votes:

Votes

Amount

For

1,078,121

Against

76,386

Abstain

5,689

Non-Votes

238,481

The proposal was approved.

(8) To Approve the Issuance of
793,000 Shares of Common Stock to Aggia Pursuant to the Terms of the Aggia Agreement Included as Appendix F to the Proxy Statement, with
Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the
Aggia Agreement, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:

Votes

Amount

For

1,078,864

Against

78,057

Abstain

3,275

Non-Votes

238,481

The proposal was approved.