Item 5.07 Submission of Matters to a Vote of Security Holders

On May 13, 2022, AppHarvest, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). There were 69,907,935 shares of common stock represented at the Annual Meeting by valid proxies or voted at the Annual Meeting, which was approximately 69% of the shares of common stock entitled to vote at the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 1, 2022.

Proposal 1 - Election of Directors

Jonathan Webb, David Lee, Kiran Bhatraju, Ciara A. Burnham, Greg Couch, Patrick Halfmann, Anna Mason, R. Geof Rochester, Martha Stewart and J. Kevin Willis were each elected to serve as a member of the Company's Board of Directors (the "Board") until the 2023 Annual Meeting of Stockholders and until his or her successor is duly elected or qualified, by the following votes:



                Nominee           Votes For       Votes Withheld        Broker Non-Votes
          Jonathan Webb           39,474,367         8,329,746             22,103,822
          David Lee               47,072,825          731,288              22,103,822
          Kiran Bhatraju          37,096,992        10,707,121             22,103,822
          Ciara A. Burnham        37,254,711        10,549,402             22,103,822
          Greg Couch              37,227,505        10,576,608             22,103,822
          Patrick Halfmann        47,067,101          737,012              22,103,822
          Anna Mason              37,181,497        10,622,616             22,103,822
          R. Geof Rochester       47,042,368          761,745              22,103,822
          Martha Stewart          37,497,646        10,306,467             22,103,822
          J. Kevin Willis         46,768,830         1,035,283             22,103,822


Proposal 2 - Ratification of the Selection of Independent Registered Public Accounting Firm

The stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022, by the following votes:



 Votes For        Votes Against        Votes Abstain
 69,408,436          370,520              128,979


Proposal 3 - Approval, on a Non-Binding Advisory Basis, of the Frequency of Future Non-Binding Advisory Votes to Approve the Compensation of the Company's Named Executive Officers

The stockholders approved, on a non-binding advisory basis, to hold future non-binding advisory votes to approve the compensation of the Company's named executive officers every year by the following votes:



  One Year       Two Years      Three Years        Votes Abstain        Broker Non-Votes
 47,294,452       142,372         205,294             161,995              22,103,822


In light of this result, the Board determined to hold future non-binding, advisory votes on executive compensation every year, so that the next such vote will be held at the Company's 2023 Annual Meeting of Stockholders. Under Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold the next non-binding, advisory vote on the frequency of holding a non-binding, advisory vote on the Company's executive compensation no later than its 2028 Annual Meeting of Stockholders.

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