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

On January 5, 2023, MEI Pharma, Inc. (the "Company") held its Annual Meeting. There were represented at the Annual Meeting, by proxy, 84,582,374 shares of the Company's common stock, par value $0.00000002 per share ("Common Stock"), out of a total number of 133,260,865 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company's stockholders voted on the following five proposals at the Annual Meeting, casting their votes as described below.

Proposal 1. - Election of Director. The following individual, who was named as a nominee in the Company's definitive proxy statement relating to the Annual Meeting, was elected by the Company's stockholders by a plurality of votes cast to serve a three-year term on the Company's Board of Directors which will expire at the Company's annual meeting of stockholders for fiscal year 2026. Information on the vote relating to the director standing for election is set forth below:



                                                          Broker Non-
Nominee                      For           Withheld          Votes

Dr. Thomas C. Reynolds 49,024,478 5,277,845 30,280,051

Proposal 2. - Approval of Amended and Restated 2008 Stock Omnibus Equity Compensation Plan. Proposal 2 was to approve the Amended and Restated MEI Pharma, Inc. 2008 Omnibus Equity Compensation Plan (the "2008 Equity Plan") to increase the number of shares of common stock that may be subject to awards and to make certain other changes to the plan terms included in the plan document attached as Annex A to the definitive proxy statement relating to the Annual Meeting. The proposal was approved.



                                     Broker Non-
   For        Against     Abstain       Votes
44,169,994   5,892,604   4,239,725   30,280,051

Proposal 3. - Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split. Proposal 3 was to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock by a ratio of any whole number between 1-for-10 and 1-for-20, at any time prior to June 30, 2023, with the exact ratio to be set within that range at the discretion of our Board of Directors, without further approval or authorization of the Company's stockholders. The proposal was approved.



   For        Against      Abstain
68,495,443   12,271,441   3,815,490

Proposal 4. - Advisory Vote on Executive Compensation. Proposal 4 was to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's definitive proxy statement. The proposal was approved.



                                     Broker Non-
   For        Against     Abstain       Votes
43,376,299   6,778,476   4,147,548   30,280,051

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Proposal 5. - Ratification of Appointment of BDO USA, LLP. Proposal 5 was to ratify the appointment of BDO USA, LLP, an independent registered public accounting firm, as the Company's independent auditors for the fiscal year ending June 30, 2023. The proposal was approved.



   For       Against    Abstain
78,700,571   689,734   5,192,069


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                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEI PHARMA, INC.

By:   /s/ Daniel P. Gold
      Daniel P. Gold
      Chief Executive Officer


Dated: January 6, 2023

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