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

On August 3, 2022, Manning & Napier, Inc.(the "Company") held a special meeting (the "Special Meeting") of stockholders via live webcast in connection with the proposed merger of Callodine Merger Sub, Inc. ("Corp Merger Sub"), a Delaware corporation, with and into the Company. As of the record date of the Special Meeting, there were a total of 19,124,332 shares of the Company's common stock ("Common Stock") outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 13,213,026 shares of Common Stock were represented virtually or by proxy at the Special Meeting; therefore, a quorum was present.

Set forth below are the matters acted upon by the Company's stockholders at the Special Meeting, each of which was approved, as well as the final voting results of each such matter.

The consummation of the Mergers remain subject to regulatory clearance and other closing conditions.



    1.   The proposal to adopt and approve the Agreement and Plan of Merger, dated
         as of March 31, 2022, by and among the Company, Manning & Napier Group,
         LLC ("Group LLC"), Callodine Midco, Inc. ("Parent"), Corp Merger Sub and
         Callodine Merger Sub, LLC ("LLC Merger Sub") pursuant to which Corp
         Merger Sub will be merged with and into the Company, with the Company
         surviving the merger as a wholly-owned subsidiary of Parent, and LLC
         Merger Sub will be merged with and into Group LLC, with Group LLC
         surviving the merger as a wholly owned subsidiary of the Company (such
         transactions, the "Mergers" and such proposal, the "Merger Agreement
         Proposal"):



Votes For    Votes Against   Votes Abstaining
13,021,016      188,393           3,617



    2.   The proposal to approve, on a non-binding, advisory basis, a resolution
         approving the compensation that may be paid or become payable to the
         named executive officers of the Company that is based on or otherwise
         relates to the Mergers:



Votes For    Votes Against   Votes Abstaining
11,318,862     1,377,399         516,765



    3.   The proposal to approve the adjournment of the Special Meeting to a later
         date or time, if necessary or appropriate, to solicit additional proxies
         in the event that there are not sufficient votes at the time of the
         Special Meeting to approve the Merger Agreement Proposal was rendered
         moot in light of the approval of the Merger Agreement Proposal.

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