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

On November 17, 2022, Pro-Dex, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on two proposals and one advisory vote set forth below. The proposals and advisory vote are described in detail in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on October 3, 2022 (the "Proxy Statement").

1. To elect Raymond E. Cabillot, Angelita R. Domingo, William J. Farrell III,

David C. Hovda, Katina M.K. Philp, Nicholas J. Swenson and Richard L. Van Kirk
    (the "Candidates") to serve as members of the board of directors ("Board") of
    the Company until their successors are duly elected and qualified.




Candidate              Votes For Withheld Broker Non-Votes

Raymond E. Cabillot 2,161,219 104,590 690,890 Angelita R. Domingo 2,253,541 12,268 690,890 William J. Farrell III 2,255,030 10,779 690,890 David C. Hovda 2,262,099 4,710 690,890 Katrina M.K. Philp 2,260,577 5,232 690,890 Nicholas J. Swenson 2,148,695 117,114 690,890 Richard L. Van Kirk 2,253,776 12,033 690,890

On the basis of the foregoing votes, each of the Candidates was elected.

2. To ratify the appointment of Moss Adams, LLP as the Company's independent


    registered public accounting firm for the year ending June 30, 2023.




   For    Against Abstain Broker Non-Votes

2,947,076  4,934   4,689         -

On the basis of the foregoing votes, the proposal was ratified.

3. To cast a non-binding advisory vote with regard to the compensation of the


    Company's Named Executive Officers (as defined in the Proxy Statement) as set
    forth in the Proxy Statement.




   For    Against Abstain Broker Non-Votes

2,230,772 23,295  11,742      690,890

On the basis of the foregoing votes, the shareholders approved, on a non-binding advisory basis, the compensation of the Named Executive Officers.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit Number    Description
104               Cover Page Interactive Data File (the cover page XBRL tags are
                  embedded within the inline XBRL document)

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