FATHOM HOLDINGS INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

FTHM

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the 2021 Annual Meeting of Shareholders (the "Annual Meeting") of Fathom Holdings Inc. (the "Company") shareholders approved an amendment to the 2019 Omnibus Stock Incentive Plan (the "2019 Plan"). The amendment increases the share reserve of the 2019 Plan by one million shares from 1,060,778 to 2,060,778. The Company's board of directors approved the amendment to the 2019 Plan on August 22, 2021, subject to shareholder approval.

You can find a summary of the principal features of the 2019 Plan in the proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on September 7, 2021 (the "Proxy Statement"), under the heading "Proposal Two - Approval of an Amendment to the 2019 Omnibus Stock Incentive Plan to Increase the Share Reserve by One Million Shares of Common Stock". The summary of the amendment to the 2019 Plan contained in the Proxy Statement is qualified in its entirety by the full amendment to the 2019 Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K.

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

The Annual Meeting was held on October 20, 2021. The following proposals were voted upon and the final voting results with respect to each such proposal are set forth below.

Next, at the Annual Meeting, shareholders approved the amendment to the 2019 Plan. The vote was 10,545,217 shares for, 57,103 shares against, 14,685 shares abstaining and no broker non-votes.

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