PROTOKINETIX, INC. : Change of directors or principal officers, modifications of the articles of association or regulations; Change of Fiscal Year, Submission of Matters for Security Holder Voting, Disclosure of FD Rules, Other Events, Financial Statements and Exhibits (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives.

See item 5.07 for information regarding the election of directors at the annual meeting of shareholders of the company on February 11, 2022.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

See Section 5.07 for more information regarding the approval of amended and restated articles at the annual meeting of shareholders of the Corporation on
February 11, 2022.

Section 5.07 Submission of Matters to a Vote of Securityholders.

The Company has convened its virtual annual meeting of shareholders (the “Annual Meeting of Shareholders”) on February 11, 2022 at 4:00 p.m. Eastern Time. The quorum was reached for the Assembly.

At the annual meeting of shareholders, five proposals were submitted for shareholder approval, as set out in the definitive proxy statement filed with the SECOND to December 30, 2021. On the date of registration, December 22, 2021, a total of 296,393,485 common shares of the Company were issued, outstanding and entitled to vote. The registered holders of 196,650,379 common shares were present in person or represented by proxy at the said meeting. This amount represented 66.34% of the shares entitled to vote at this meeting.

At the Meeting, shareholders approved five of the five proposals submitted. Votes on the proposals were cast as shown below:

    1.  Proposal No. 1 - Election of directors. The stockholders elected the
        director nominees presented to the stockholders: Clarence Smith and Edward
        McDonough to serve one-year terms as directors until successors are
        elected and qualified.

      Name              FOR           WITHHOLD Authority To Vote       Broker Non-Vote
 Clarence Smith      185,055,809                 890,242                   10,704,328
Edward McDonough     183,903,604                2,042,447                  10,704,328

    2.  Proposal No. 2 - Approval to amend and restate the Company's Articles of
        Incorporation. The stockholders approved the amendment and restatement of
        the Articles of Incorporation to increase the total number of authorized
        shares of common stock in the Company from 400,000,000 to 500,000,000. The
        stockholders also approved additional provisions to the Articles of
        Incorporation addressing officer and director liability, conflicting
        interest transactions, and director and officer indemnification.

 Shares FOR      AGAINST       ABSTAIN       Broker Non-Vote
184,335,129      1,583,019       27,903          10,704,328

    3.  Proposal No. 3 - Approval of the Executive Compensation Plan. The
        stockholders approved the Company's Executive Compensation Plan for the
        named executive officers and the accompanying narrative disclosures.

 Shares FOR      AGAINST         ABSTAIN        Broker Non-Vote
 181,224,448     1,522,342       3,199,261          10,704,328

    4.  Proposal No. 4 - Advisory vote frequency regarding executive compensation.
        The stockholders voted for the Company to conduct advisory votes on
        executive compensation every three years.

Every THREE Years   Every TWO Years     Every ONE Year       Abstain    Broker Non-Vote
   175,276,604         2,231,600          4,993,301          3,444,546        10,704,328

    5.  Proposal No. 5 - Approval of Auditor. The stockholders ratified and
        approved the appointment of Davidson & Company LLP as the Company's
        independent registered accounting firm for the 2022 fiscal year.

 Shares FOR      AGAINST       ABSTAIN
 195,432,709     1,215,202        2,468

Section 7.01 Disclosure of FD Rules.

For a recording of the annual shareholder meeting that includes comments from directors, officers, consultants and employees of the company, please see:

Item 8.01 Other Events.

For a copy of the presentations made by certain consultants and employees of the Company at the Annual General Meeting of Shareholders, please see the Definitive Supplementary Materials filed with the SECOND in Annex 14A on February 11, 2022.

Item 9.01 Financial statements and supporting documents

(d) Exhibits

Exhibit Number   Description
3.1                Amended and Restated Articles of Incorporation as approved by
                 the Board of Directors on December 20, 2021 and the stockholders
                 on February 11, 2022.
104              Cover Page Interactive Data File (embedded within the Inline XBRL

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