Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a) On
July 23, 2020, BioHiTech Global, Inc., a Delaware corporation (the “Company”), held its 2020 Annual Meeting of Stockholders
(the “Meeting”). Of the 17,437,288 shares of the Company’s common stock (the “Common Stock”) and
427,500 shares of the Company’s Series C Convertible Preferred Stock (“Series C Preferred Stock”) entitled to
vote at the Meeting, 8,918,384 shares of Common Stock were present in person or by proxy and 427,500 shares of Series C Preferred
Stock were present in person or by proxy, respectively, representing a majority of the Company’s outstanding voting capital
stock. Each share of Common Stock was entitled to one vote and each share of Series C Preferred Stock was entitled to four votes.
(b) At
the Meeting, the Company’s stockholders: (i) re-elected Frank E. Celli, James D. Chambers, Anthony Fuller, Robert A. Graham,
Harriet Hentges, and Douglas VanOort as members of the Board of Directors, each for a one-year term expiring at the 2021 annual
meeting of stockholders and until each of their respective successors are duly elected and qualified or until each of their respective
earlier resignation or removal; (ii) approved an amendment to our 2015 Equity Incentive Plan to increase the number of shares authorized
for issuance thereunder by 500,000 shares; (iii) approved an amendment to our 2017 Equity Incentive Plan to increase the number
of shares authorized for issuance thereunder by 500,000 shares; (iv) approved, on an advisory basis, the compensation of the Company’s
Named Executive Officers; (v) approved, on an advisory basis, “3 Years” as the frequency of future advisory votes on
the compensation of our named executive officers; and (vi) ratified the appointment of Marcum, LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2020. Each proposal is described in more detail in the
Company’s Proxy Statement filed with the Securities and Exchange Commission on May 6, 2020.
The voting results of the shares of Common
Stock and Series C Preferred Stock, voting as a single class, for each proposal are set forth below:
Proposal 1 – Election
of Directors:
Total Shares Voted
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Total Votes Withheld
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Broker
Non-Votes
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10,342,308
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0
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286,076
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Re-election of Frank E. Celli
as a Director:
Total Shares Voted
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Total Votes Withheld
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Broker
Non-Votes
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10,342,308
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0
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286,076
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Re-election of James D. Chambers
as a Director:
Total Shares Voted
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Total Votes Withheld
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Broker
Non-Votes
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10,342,308
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0
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286,076
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Re-election of Anthony Fuller
as a Director:
Total Shares Voted
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Total Votes Withheld
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Broker
Non-Votes
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10,346,255
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0
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282,129
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Re-election of Robert A. Graham
as a Director:
Total Shares Voted
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Total Votes Withheld
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Broker
Non-Votes
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10,342,308
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0
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286,076
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Re-election of Harriet Hentges
as a Director:
Total Shares Voted
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Total Votes Withheld
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Broker
Non-Votes
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10,323,774
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0
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304,610
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Re-election of Douglas VanOort as a Director:
Total Shares Voted
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Total Votes Withheld
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Broker
Non-Votes
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10,321,175
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0
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307,209
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Proposal 2- To approve
an amendment to our 2015 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 500,000 shares:
Votes For
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Votes Against
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Votes Abstained
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Percentage
Voted For
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Broker
Non-Votes
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10,215,029
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396,805
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16,550
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96.11%
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0
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Proposal 3- To approve
an amendment to our 2017 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 500,000 shares:
Votes For
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Votes Against
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Votes Abstained
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Percentage
Voted For
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Broker
Non-Votes
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10,183,582
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437,238
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7,564
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95.81%
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0
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Proposal 4- To approve,
on an advisory basis, the compensation of the Company’s Named Executive Officers:
Votes For
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Votes Against
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Votes Abstained
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Percentage
Voted For
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Broker
Non-Votes
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10,378,920
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211,060
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38,404
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97.65%
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0
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Proposal 5- To approve,
on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers:
3 Years
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2 Years
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1 Year
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Votes Abstained
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Broker
Non-Votes
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8,144,358
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811,046
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1,598,698
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74,282
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0
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Proposal 6- To ratify the
appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2020:
Votes For
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Votes Against
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Votes Abstained
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Percentage
Voted For
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Broker
Non-Votes
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10,483,053
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105,281
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40,050
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98.63%
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0
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