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





On March 7, 2023, SurgePays, Inc. (the "Company") held its 2022 annual meeting
of stockholders (the "Annual Meeting"). The total shares of capital stock
outstanding and entitled to vote as of Annual Meeting's record date, January 9,
2023 (the "Record Date") were 13,831,028 shares of common stock. Approximately
72.74% of the shares of common stock outstanding and entitled to vote at the
Annual Meeting were present in person or by proxy thereby constituting a quorum.



The matters that were voted upon at the Annual Meeting, and the number of votes
cast for or against/withheld, as well as the number of abstentions, as to such
matters, where applicable, are set forth in the tables below. With respect to
the election of Kevin Brian Cox, David N. Keys, David May, Laurie Weisberg and
Richard Schurfeld as directors to each serve a term on the Board of Directors of
the Company (the "Board") expiring at the 2023 annual meeting of stockholders
and until each of their successors is elected and qualified, each nominee
received the number of votes set forth opposite his or her name.



                                                                   Number of Votes
                                   Total         Percent of                              Percent of          Broker
                                 Votes For        Votes For        Votes Withheld      Votes Withheld      Non-Votes

Election of Kevin Brian Cox       7,056,768             96.96 %            221,116               3.04 %      2,784,132
Election of David N. Keys         6,938,987             95.34 %            338,897               4.66 %      2,784,132
Election of David May             7,063,353             97.05 %            214,531               2.95 %      2,784,132
Election of Laurie Weisberg       7,068,542             97.12 %            209,342               2.88 %      2,784,132
Election of Richard Schurfeld     7,067,756             97.11 %           

210,128               2.89 %      2,784,132




                              Total         Percent of                                                        Broker
                            Votes For       Votes Cast        Votes Against       Abstention/Withheld       Non-Votes
Ratification of the
selection of Rodefer
Moss & Co., PLLC as the
Company's independent
registered public
accounting firm for the
fiscal year ending
December 31, 2022            9,849,195             99.78 %            21,476                   191,345                -

Approval of the 2022
Omnibus Securities and
Incentive Plan               6,712,971             94.85 %           364,467                   200,446        2,784,132

Non-binding advisory
vote to approve
compensation of the
Company's named
executive officers           6,852,594             97.24 %           193,930                   231,360        2,784,132




                                        1 Year        2 Years         3 Years        Abstention
Non-binding advisory vote on the
frequency of future advisory votes
to approve the compensation of the
Company's named executive officers       727,910        136,255       6,071,940          341,779





On the basis of the above votes, (i) Kevin Brian Cox, David N. Keys, David May,
Laurie Weisberg and Richard Schurfeld were elected as members of the Board; (ii)
the ratification of the selection of Rodefer Moss & Co., PLLC, as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2022 was adopted; and (iii) the 2022 Omnibus Securities and
Incentive Plan was approved.



On the basis of the above votes, stockholders also voted a sufficient number of
non-binding advisory votes to (i) approve the Company's executive compensation
and (ii) vote on the compensation of the Company's Named Executive Officers
every three (3) years.

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