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

On June 14, 2022, TaskUs, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the TaskUs, Inc. 2022 Employee Stock Purchase Plan (the "ESPP"), which had previously been approved by the Company's Board of Directors, subject to stockholder approval. The ESPP provides employees of the Company with an opportunity to purchase shares of Class A Common Stock at up to a 15% discount through accumulated contributions. A description of the terms and conditions of the ESPP is included in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 26, 2022 (the "Proxy Statement"), and the description of the ESPP included in the Proxy Statement is incorporated herein by reference. The description of the ESPP is qualified in its entirety by reference to the full text of the ESPP, a copy of which is filed as Exhibit 10.1 hereto.

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

On June 14, 2022, the Company held the Annual Meeting for the purposes of (i) electing the Class I directors named in the Proxy Statement; (ii) ratifying the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022; and (iii) approving the TaskUs, Inc. 2022 Employee Stock Purchase Plan. As of the record date of April 18, 2022, there were 27,723,772 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), and 70,032,694 shares of the Company's Class B common stock, par value $0.01 per share ("Class B Common Stock"), outstanding. Stockholders were entitled to one vote per share of Class A Common Stock held and ten votes per share of Class B Common Stock held on the matters presented at the Annual Meeting. The Class A Common Stock and Class B Common Stock voted as a single class on all matters presented at the Annual Meeting. Of the total 728,050,712 votes eligible to be cast at the Annual Meeting, shares entitled to cast 724,558,732 votes or 99.52% of the Company's voting power were represented. The final results of the stockholder vote are set forth below.

Proposal 1: Election of Directors

The Company's stockholders elected each of the Class I nominees for director named in the Proxy Statement, each to serve for a three-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification. The following three Class I directors were elected by the votes indicated.



                                For                 Withheld             Broker Non-Votes
Bryce Maddock               712,770,531            7,779,439                 4,008,762
Jacqueline D. Reses         712,620,569            7,929,401                 4,008,762
Kelly Tuminelli             718,349,082            2,200,888                 4,008,762


Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The appointment was ratified by the votes indicated.


     For               Against           Abstain        Broker Non-Votes
 722,308,967          2,210,729          39,036                0


Proposal 3: Approval of the TaskUs, Inc. 2022 Employee Stock Purchase Plan

The Company's stockholders approved the TaskUs, Inc. 2022 Employee Stock Purchase Plan. The adoption of the TaskUs, Inc. 2022 Employee Stock Purchase Plan was approved by the votes indicated.


     For               Against           Abstain        Broker Non-Votes
 711,571,265          8,943,470          35,235            4,008,762




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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.                                Description
10.1                TaskUs, Inc. 2022 Employee Stock Purchase Plan
104               Cover Page Interactive Data File (formatted as Inline XBRL).


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