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

On June 16, 2022, the shareholders of LifeMD, Inc. (the "Company") approved an amendment to the Company's 2020 Equity and Incentive Plan (the "2020 Plan") to increase the maximum number of shares of the Company's common stock available for issuance under the 2020 Plan by 1,500,000 shares.

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

On June 16, 2022, the Company held an annual meeting of stockholders (the "Annual Meeting"). A majority in interest of all stock issued, outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum.

The matters voted upon and approved by the Company's stockholders were:





  (1) The election of seven directors to serve until the next annual meeting of
      stockholders and until their respective successors shall have been duly
      elected and qualified ("Proposal 1").

  (2) The approval of an amendment to the 2020 Plan to increase the maximum number
      of shares of the Company's common stock available for issuance under the
      2020 Plan by 1,500,000 shares ("Proposal 2").

  (3) The ratification of the selection of Friedman LLP as LifeMD's independent
      registered public accounting firm for the fiscal year ending December 31,
      2022 ("Proposal 3").

The following is a summary of the voting results for each matter presented to the shareholders:





Proposal 1:

Director's Name Votes For Votes Withheld Broker Non-Votes Justin Schreiber 12,102,348 106,643 7,429,916 Stefan Galluppi 12,115,673 93,318 7,429,916 Naveen Bhatia 12,107,274 101,717 7,429,916 Joseph DiTrolio 10,952,820 1,256,171 7,429,916 Roberto Simon 12,023,681 185,310 7,429,916 John Strawn 10,106,178 2,102,813 7,429,916 Bertrand Velge 10,197,196 2,011,795 7,429,916






Proposal 2:


Votes For   Votes Against   Votes Abstained   Broker Non-Votes
9,513,806     2,429,175         266,010          7,429,916




Proposal 3:


Votes For    Votes Against   Votes Abstained   Broker Non-Votes
19,576,630      37,606           24,671              N/A

All Proposals were approved.

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