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

Model N, Inc. held its Annual Meeting of Stockholders on February 16, 2023 via live webcast. At the meeting, our stockholders voted on four proposals, each of which is described in more detail in our definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 6, 2023. The following is a brief description of each matter voted upon and the certified results, including (as applicable) the number of votes cast for, against or withheld on each matter and the number of abstentions and non-votes with respect to each matter.

Our stockholders voted on the following proposals at the annual meeting:



1.To elect three Class I directors to serve until the 2026 Annual Meeting of
Stockholders and until their successors are elected and qualified, subject to
earlier resignation or removal;
2.To approve the amendment and restatement of the 2021 Equity Incentive Plan;
3.To ratify the appointment of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the fiscal year ending September 30, 2023;
and
4.To hold a non-binding advisory vote on the compensation of our named executive
officers as disclosed in this proxy statement.

The voting results were as follows:



Proposal 1          Director Name         Votes For     Votes Withheld     Broker Non-Votes
                      Tim Adams          29,937,030        2,246,714          2,189,582
                Manisha Shetty Gulati    30,217,316        1,966,428          2,189,582
                     Scott Reese         31,055,154        1,128,590          2,189,582
Proposal 2            Votes For         Votes Against     Abstentions      Broker Non-Votes
                     25,706,848           6,464,847         12,049            2,189,582
Proposal 3            Votes For         Votes Against     Abstentions      Broker Non-Votes
                     34,271,999            87,589           13,738                0
Proposal 4            Votes For         Votes Against     Abstentions      Broker Non-Votes
                     31,635,179            538,256          10,309            2,189,582

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