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


(c) (1) On March 30, 2023, IDW Media Holdings, Inc.'s (the "Company") Board of
Directors (the "Board") appointed Davidi Jonas, age 36, to serve as Executive
Chairman of the Company. Mr. Jonas previously served as the Company's Chief
Strategy Officer from December 2018 until January 2020. Mr. Davidi Jonas served
as Chief Executive Officer, President and Director of Straight Path
Communications Inc. (NYSE MKT: STRP) from April 2013 until February 28, 2018 and
served as Chairman of the Board of Straight Path Communications Inc. from August
1, 2013 until February 28, 2018. He has served as manager of Straight Path
Spectrum from August 2012 until February 28, 2018 and served as Executive Vice
President and director of Straight Path IP Group from November 2012 until
February 28, 2018.



Davidi Jonas is the son of Howard S. Jonas, the Company's Chairman and Chairman
of the Board. Other than this father / son relationship there is no familial
relationship between Davidi Jonas and any director or other executive officer of
the Company and no related person transactions to which Davidi Jonas is a party.

The Company and Davidi Jonas are engaged in negotiations regarding his compensation for serving as the Company's Executive Chairman.


(d) (1) On March 30, 2023, at the Company's annual meeting of stockholders (the
"Meeting"), Davidi Jonas, age 36, was elected as a director to serve until the
next annual meeting of the Company's stockholders.

There are no arrangements or understandings between Davidi Jonas and any other person pursuant to which Davidi Jonas was elected as a member of the Board. Davidi Jonas has not entered into any related person transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Davidi Jonas will not be entitled to receive non-employee director compensation
in accordance with the Company's policy on director compensation as Davidi Jonas
is also Executive Chairman (an executive officer position) of the Company.



(2) On March 30, 2023, at the Meeting, David Breau, age 57, was elected as a
director to serve until the next annual meeting of the Company's stockholders.
Mr. Breau was also appointed to serve on the Board's Audit Committee,
Compensation Committee, and Corporate Governance & Nominating Committee and was
named as Chairman of the Board's Corporate Governance & Nominating Committee. He
was also named the Lead Independent Director.



There are no arrangements or understandings between Mr. Breau and any other
person pursuant to which Mr. Breau was elected as a member of the Board. Mr.
Breau has not entered into any related person transactions with the Company that
are required to be disclosed pursuant to Item 404(a) of Regulation S-K.



Mr. Breau will be entitled to receive non-employee director compensation in
accordance with the Company's policy on director compensation. In addition, Mr.
Breau was awarded an additional 28,000 restricted shares of the Company's Class
B common stock pursuant to the Company's 2019 Stock Option and Incentive Plan,
as amended and restated, with such shares vesting in full upon grant.



(3) On March 30, 2023, at the Meeting, Jonathan Rand, age 60, was elected as a
director to serve until the next annual meeting of the Company's stockholders.
Mr. Rand was also appointed to serve on the Board's Audit Committee,
Compensation Committee and Corporate Governance & Nominating Committee, and as
Chairman of the Board's Audit Committee. He was also determined to qualify as an
Audit Committee Financial Expert.



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There are no arrangements or understandings between Mr. Rand and any other
person pursuant to which Mr. Rand was elected as a member of the Board. Mr. Rand
has not entered into any related person transactions with the Company that are
required to be disclosed pursuant to Item 404(a) of Regulation S-K.



Mr. Rand will be entitled to receive non-employee director compensation in
accordance with the Company's policy on director compensation. In addition, Mr.
Rand was awarded an additional 28,000 restricted shares of the Company's Class B
common stock pursuant to the Company's 2019 Stock Option and Incentive Plan, as
amended and restated, with such shares vesting in full upon grant.



(4) On March 30, 2023, at the Meeting, James R. Woody, age 68, was elected as a
director to serve until the next annual meeting of the Company's stockholders.
Mr. Woody was also appointed to serve on the Board's Audit Committee,
Compensation Committee and Corporate Governance & Nominating Committee, and as
Chairman of the Board's Compensation Committee.



There are no arrangements or understandings between Mr. Woody and any other
person pursuant to which Mr. Woody was elected as a member of the Board. Mr.
Woody has not entered into any related person transactions with the Company that
are required to be disclosed pursuant to Item 404(a) of Regulation S-K.



Mr. Woody will be entitled to receive non-employee director compensation in
accordance with the Company's policy on director compensation. In addition, Mr.
Breau was awarded an additional 28,000 restricted shares of the Company's Class
B common stock pursuant to the Company's 2019 Stock Option and Incentive Plan,
as amended and restated, with such shares vesting in full upon grant.

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

(a) The Company's Annual Meeting of Stockholders was held on March 30, 2023 (the

"Meeting").

(b) (1) A majority of the votes present or represented at the Meeting by the

holders of shares entitled to vote on the following matter were voted in

connection with the election of each of the Board nominees named in the


      Proxy Statement of the Company.

The nominees for election to the Board were elected, each for a one-year term, based upon the following votes:





                                                                                         Broker
Nominee                            Votes For       Votes Against       Abstentions      Non-Vote       % Votes For
Howard S. Jonas                     2,333,926              17,055             1,234       342,071             86.63
David Breau                         2,268,809              82,223             1,184       342,071             84.21
Davidi Jonas                        2,268,096              82,972             1,148       342,071             84.18
Jonathan Rand                       2,333,963              17,056             1,197       342,071             86.63
James R. Woody                      2,333,977              17,005             1,234       342,071             86.63




(2) A majority of the votes present or represented at the Meeting by the holders
of shares entitled to vote on the following matter were voted in connection with
the ratification of the appointment of Zwick CPA, PLLC as the Company's
independent registered public accounting firm for the Fiscal Year ending October
31, 2023.

The number of votes cast with respect to this matter was as follows:





 Votes For       Votes Against       Abstentions       Broker Non-Vote       % Votes For
  2,684,011            8,738             1,537                    0              99.62

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Document

104           Cover Page Interactive Data File (embedded within the Inline

XBRL document)




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