Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Third Amended and Restated 2014 Plan

As further described in Item 5.07 of this current report on Form 8-K, on October 29, 2020, the shareholders of Quotient Limited ("we", "us" and "our" or the "Company") approved a third amendment and restatement of the Quotient Limited 2014 Stock Incentive Plan (as amended and restated, the "Third Amended and Restated 2014 Plan"), which reflects amendments to the Second Amended and Restated 2014 Stock Incentive Plan (the "2014 Plan") to (a) increase the number of ordinary shares authorized for issuance by 750,000 shares and to increase the maximum number of shares that may be issued upon the exercise of incentive stock options by 750,000 shares, and (b) modify the "evergreen" provision, pursuant to which the aggregate number of shares authorized for issuance will be automatically increased each year beginning on April 1, 2021 by 0.75% of the number of ordinary shares issued and outstanding on the immediately preceding March 31, or such lesser number of shares as determined by the Board or the remuneration committee. A description of the Third Amended and Restated 2014 Plan is set forth in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on July 27, 2020 (the "Proxy Statement") in the section entitled "Approval Of The Third Amended And Restated 2014 Plan, Which Reflects Amendments To The 2014 Plan To (A) Increase The Number Of Ordinary Shares Authorized For Issuance By 750,000 Shares And To Increase The Maximum Number Of Shares That May Be Issued Upon The Exercise Of Incentive Stock Options By 750,000 Shares, And (B) Modify The "Evergreen" Provision, Pursuant To Which The Aggregate Number Of Shares Authorized For Issuance Will Be Automatically Increased Each Year Beginning On April 1, 2021 By 0.75% Of The Number Of Ordinary Shares Issued And Outstanding On The Immediately Preceding March 31, Or Such Lesser Number Of Shares As Determined By Our Board Or The Remuneration Committee (Resolution 11)," which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Third Amended and Restated 2014 Plan, a copy of which is attached to the Proxy Statement as Exhibit A and which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Share Option Grants Made to Certain Executive Officers

As disclosed in the Proxy Statement, the Company's remuneration committee previously recommended to the board of directors (the "Board") that the Company grant 20,000 option awards to Peter Buhler, our Chief Financial Officer, 20,000 option awards to Edward Farrell, our Chief Operating Officer, and 30,000 option awards to Jeremy Stackawitz, our Chief Commercial Officer (the "Option Awards"), contingent upon the adoption of the Third Amended and Restated 2014 Plan. The Board subsequently approved the Option Awards and we granted the Option Awards on October 31, 2020. Each Option Award will have an exercise price of $4.72, which is the closing sale price of the Company's ordinary shares on The Nasdaq Global Market on the grant date. The Option Awards are subject to three year vesting, and will vest in equal installments on the first, second and third anniversary of the grant.

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

On October 29, 2020, the annual general meeting of shareholders (the "Annual Meeting") of the Company was held at which 69,147,426 of the Company's ordinary shares were represented in person or by proxy, representing approximately 85.73 % of the Company's issued and outstanding ordinary shares entitled to vote. At the Annual Meeting, resolutions were passed for (i) the re-election of eight directors of the Company, (ii) the approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers, as described in the "Compensation Discussion and Analysis" section of the Proxy Statement, and the related compensation tables, notes and narrative discussion, (iii) the determination, on a non-binding, advisory basis, of the frequency of every year for future shareholder advisory votes to approve the compensation paid to our named executive officers, (iv) the approval of the Third Amended and Restated 2014 Plan, which reflects amendments to the 2014 Plan to (a) increase the number of ordinary shares authorized for issuance by 750,000 shares and to increase the maximum number of shares that may be issued upon the exercise of incentive stock options by 750,000 shares, and (b) modify the "evergreen" provision, pursuant to which the aggregate number of shares authorized for issuance will be automatically increased each year beginning on April 1, 2021 by 0.75% of the number of ordinary shares issued and outstanding on the immediately preceding March 31, or such lesser number of shares as determined by the Board or the remuneration committee, and (v) the re-appointment of Ernst & Young LLP as auditors to hold office from the conclusion of the Annual Meeting until the next annual general meeting of shareholders to be held in 2021, the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for purposes of the United States Securities law reporting for the fiscal year ending March 31, 2021, and the authorization of the directors to determine the fees to be paid to the auditors. These matters are described in more detail in the Proxy Statement.

The votes cast in respect of each resolution were as follows:

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To re-elect eight members to the Board
of Directors
Director Nominees                           Votes        Votes        Broker
                                             For        Withheld    Non-Votes
Franz Walt                                60,617,915      799,490    7,730,021
Isabelle Buckle                           59,857,227    1,560,178    7,730,021
Frederick Hallsworth                      59,998,574    1,418,831   7,730,021
Catherine Larue                           59,858,080    1,559,325    7,730,021
Brian McDonough                           57,930,482    3,486,923    7,730,021
Heino von Prondzynski                     57,627,799    3,489,606   7,730,021
Zubeen Shroff                             57,925,740    3,491,665    7,730,021
John Wilkerson                            59,997,898    1,419,507   7,730,021
                                            Votes        Votes        Votes    Broker Non-Votes
                                             For        Against     Abstained
Non-binding, advisory vote to approve
the compensation paid to the Company's
named executive officers, as described
in the "Compensation Discussion and       50,999,568    9,888,397      529,440        7,730,021
Analysis" section of the Company's
proxy statement and the related
compensation tables, notes and
narrative discussion
                                          Votes for    Votes for    Votes for
                                           Every 1      Every 2      Every 3   Votes Abstained
                                             year        years        years
Non-binding, advisory vote to determine
the frequency of future advisory votes    59,969,777       62,627       96,618        1,288,383
to approve the compensation paid to the
Company's named executed officers.
                                            Votes        Votes        Votes    Broker Non-Votes
                                             For        Against     Abstained
To approve the Third Amended and
Restated 2014 Plan, which reflects
amendments to the 2014 Plan to (a)
increase the number of ordinary shares
authorized for issuance by 750,000
shares and to increase the maximum
number of shares that may be issued
upon the exercise of incentive stock
options by 750,000 shares and (b)
modify the "evergreen" provision,         35,622,318   25,272,089      522,998        7,730,021
pursuant to which the aggregate number
of shares authorized for issuance will
be automatically increased each year
beginning on April 1, 2020 by 0.75% of
the number of ordinary shares issued
and outstanding on the immediately
preceding March 31, or such lesser
number of shares as determined by the
Company's Board of Directors or the
remuneration committee
                                          Votes For      Votes        Votes
                                                        Against     Abstained
To re-appoint Ernst & Young LLP as
auditors to hold office from the
conclusion of the Annual Meeting until
the next annual general meeting of
shareholders to be held in 2021, to
ratify the appointment of Ernst & Young
LLP as the Company's independent          68,888,499      180,598       78,329
registered public accounting firm for
purposes of the United States
Securities law reporting for the fiscal
year ending March 31, 2021, and to
authorize the directors to determine
the fees to be paid to the auditors

Consistent with the recommendation of the directors and the vote of the Company's shareholders, the Company has determined that future advisory votes to approve the compensation of the Company's named executive officers will take place every year until the next

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advisory vote on the frequency of such votes, which will occur no later than the Company's annual general meeting of shareholders to be held in 2026.

Item 9.01. Financial Statements and Exhibits

Set forth below is a list of Exhibits included as part of this Current Report.





Exhibit   Description
10.1        Quotient Limited 2014 Stock Incentive Plan, as adopted on March 31,
          2014, amended and restated on October 28, 2016, further amended and
          restated on October 31, 2018, and further amended and restated on
          October 29, 2020
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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