Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

In light of the previously reported resignations of Chan Galbato and Michael Carpenter from the Board of Directors ("Board") of AutoWeb, Inc. ("Company"), and in order to maintain compliance with Nasdaq corporate governance rules relating to the independence of directors on the Board and its Audit, Compensation and Corporate Governance and Nominations Committees, following the Company's 2022 Annual Meeting of Stockholders on June 16, 2022 ("Annual Meeting") the Board reappointed Michael J. Fuchs to the Board as a Class III director, effective immediately. Mr. Fuchs' term as a Class III Director will expire at the Company's annual meeting of stockholders in 2025. Mr. Fuchs was also reappointed as a member of the Board's Audit Committee, Compensation Committee, Corporate Governance and Nominations Committee and 2022 Special Committee. Mr. Fuchs was also reappointed as the Chairman of the Board and Chairman of the Corporate Governance and Nominations Committee. Mr. Fuchs served as a member of the Board from September 1996 until the Annual Meeting. As previously reported, in connection with a reduction in the number of authorized directors on the Board, the Board decided not to nominate Mr. Fuchs for re-election as a member of the Board at the Annual Meeting. This decision was made prior to the resignations of Messrs. Galbato and Carpenter.

Since May 2001, Mr. Fuchs has been engaged in private investing for his own behalf. From November 2000 to May 2001, Mr. Fuchs was Chief Executive Officer of MyTurn.com, Inc. and was Interim Chief Executive Officer from April 2000 to October 2000. Mr. Fuchs was a consultant from November 1995 to April 2000. Mr. Fuchs was also Chairman and Chief Executive Officer of Home Box Office, a division of TimeWarner Entertainment Company, L.P., a leading pay-television company, from October 1984 until November 1995, and Chairman and Chief Executive Officer of Warner Music Group, a division of Time Warner Inc., from May 1995 to November 1995. Mr. Fuchs holds a B.A. Degree from Union College and a J.D. Degree from the New York University School of Law. Mr. Fuchs, age 77, was a significant early investor in the Company.

Mr. Fuchs will participate in the standard compensation arrangements for the Company's non-employee directors, as disclosed in the section entitled "Executive Compensation-Director Compensation" in the Company's most recent proxy statement for the Annual Meeting, filed with the Securities Exchange Commission April 21, 2022 (SEC File No.001-34761), the description of which is incorporated herein by reference. On June 16, 2022, the Company and Mr. Fuchs reentered into a Company-standard indemnification agreement for non-employee directors.



--12-31

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Following the Annual Meeting on June 16, 2022, the Board approved an amendment ("Bylaw Amendment No. 3") to Section 3.02 of the Company's Seventh Amended and Restated Bylaws to increase the number of authorized directors on the Board from five (5) to six (6) members. Bylaw Amendment No. 3 became effective immediately, and as reported in Item 5.02 of this Current Report on Form 8-K, Mr. Fuchs was reappointed to the Board to fill the position created by the increase in the authorized number of directors by reason of Bylaw Amendment No. 3.

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

The Annual Meeting was held on June 16, 2022, at the principal executive office of the Company. A total of 8,630,597 shares of the Company's Common Stock, par value $0.001 per share, were present or represented by proxy at the Annual Meeting, representing 61.4% of the Company's shares outstanding as of April 20, 2022, the record date for the Annual Meeting.

Set forth below are brief descriptions of each of the three proposals voted upon by stockholders at the Annual Meeting and the final voting results for each such proposal. The Company's stockholders approved the director nominee for election as a Class III Director under Proposal 1 and approved both Proposals 2 and 3.



Proposal 1.  Election of one Class III Director of the Company to hold office until the
             2025 Annual Meeting of Stockholders and until the election and
             qualification of such director's successor:

Director Nominees Votes For Votes Withheld Broker Non-Votes Janet M. Thompson 4,337,400 276,410 4,016,787





Proposal 2.  Approval of the Company's 2022 Equity Incentive Plan:

Votes For Votes Against Votes Abstained Broker Non-Votes 3,310,571 1,294,416 8,823 4,016,787

Proposal 3. Ratification of the appointment of Moss Adams LLP as the Company's independent


             registered public accounting firm for 2022:

Votes For Votes Against Votes Abstained Broker Non-Votes 6,238,151 2,385,334 7,112

            N/A

Item 9.01 Financial Statements and Exhibits.





  d. Exhibits


             3.1   Amendment Number 3 to Seventh Amended and Restated Bylaws of
                   AutoWeb, Inc.


  104 Cover Page Interactive Data File (formatted as inline XBRL)

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