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

On November 16, 2021, Inovalon Holdings, Inc. ("Inovalon" or the "Company") held a special meeting of the stockholders of Inovalon common stock (the "Special Meeting"). Inovalon previously filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to the meeting, which describes in detail the proposals submitted to stockholders at the meeting. As of the close of business on October 21, 2021, the record date for the Special Meeting, 155,248,966 shares of Inovalon common stock were issued and outstanding and entitled to vote at the Special Meeting. 125,888,294 shares of Inovalon common stock were represented in person or by proxy at the Special Meeting and, therefore, a quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes (if any), with respect to each proposal is set out below:





    1.   The proposal to approve and adopt the Agreement and Plan of Merger, dated
         as of August 19, 2021 (as amended from time to time, the "Merger
         Agreement") by and among the Company, Ocala Bidco, Inc., a Delaware
         corporation ("Parent"), and Ocala Merger Sub, Inc., a Delaware
         corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
         pursuant to which Merger Sub will merge with and into the Company (the
         "Merger"), with the Company surviving the Merger as a wholly owned
         subsidiary of Parent, and to approve the transactions contemplated
         thereby, including the Merger (the "Merger Agreement Proposal"). The
         Merger Agreement Proposal requires the affirmative vote of: (i) the
         holders of a majority of the voting power of the Company's outstanding
         common stock entitled to vote in accordance with the DGCL, with the
         holders of the outstanding shares of Class A common stock, par value
         $0.000005, of the Company (the "Company Class A Common Stock") entitled
         to vote in accordance with the DGCL and the holders of the outstanding
         shares of Class B common stock, par value $0.000005, of the Company (the
         "Company Class B Common Stock" entitled to vote in accordance with the
         DGCL and, together with the Company Class A Common Stock, the "Company
         Common Stock") voting together as a single class ("Threshold (i)");
         (ii) the affirmative vote of holders of a majority of the outstanding
         shares of Company Class A Common Stock ("Threshold (ii)"); (iii) the
         affirmative vote of holders of a majority of the outstanding shares of
         Company Class B Common Stock ("Threshold (iii)"); and (iv) the
         affirmative vote of Public Stockholders (as defined in the Merger
         Agreement) holding a majority of the voting power of the outstanding
         shares of Company Common Stock held by the Public Stockholders, with
         holders of Company Class A Common Stock and Company Class B Common Stock
         (excluding the Rollover Stockholders and other affiliates of the Company)
         voting as a single class ("Threshold (iv)"):




                    FOR       AGAINST   ABSTAIN

Threshold (i) 827,798,516 650,766 96,993






                    FOR       AGAINST   ABSTAIN

Threshold (ii) 47,067,426 650,766 96,993






                      FOR       AGAINST   ABSTAIN

Threshold (iii) 780,731,090 0 0






                    FOR       AGAINST   ABSTAIN
Threshold (iv)   80,484,004   650,766   96,993




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The proposal was approved, having received "FOR" votes from a majority of the outstanding shares of Inovalon common stock entitled to vote on the proposal for each Threshold.





    2.   A non-binding, advisory proposal to approve certain compensation
         arrangements for the Company's named executive officers in connection
         with the Merger (the "Golden Parachute Proposal"). Approval of the Golden
         Parachute Proposal requires the affirmative vote of a majority of the
         voting power of the Company Class A Common Stock and Company Class B
         Common Stock, voting together as a single class, present at the Special
         Meeting, attending the Special Meeting virtually or represented by proxy,
         and entitled to vote thereon, whether or not a quorum is present.




    FOR        AGAINST    ABSTAIN
825,089,346   3,308,924   148,005

The proposal was approved, having received "FOR" votes from a majority of the shares of Inovalon common stock entitled to vote on the proposal.





    3.   A proposal to approve one or more adjournments of the Special Meeting, if
         necessary or appropriate, including adjournments to solicit additional
         proxies if there are insufficient votes at the time of the Special
         Meeting to approve the Merger Agreement Proposal (the "Adjournment
         Proposal"). Approval of the Adjournment Proposal requires the affirmative
         vote of a majority of the voting power of the Company Class A Common
         Stock and Company Class B Common Stock, voting together as a single
         class, present at the Special Meeting, attending the Special Meeting
         virtually or represented by proxy, and entitled to vote thereon, whether
         or not a quorum is present.




    FOR        AGAINST    ABSTAIN
825,003,558   3,437,312   105,405

The proposal was approved, having received "FOR" votes from a majority of the shares of Inovalon common stock entitled to vote on the proposal.





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