Submission of Matters to a Vote of Security Holders - Form 8-K

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

On May 23, 2024, Instructure Holdings, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the close of business on April 4, 2024, the record date of the Annual Meeting, the Company had an aggregate of 145,927,863 shares of its common stock outstanding. The holders of a total of 140,116,752 shares of the Company's common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.

Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.

Proposal No. 1: Election of directors.

The Company's stockholders elected the following nominees for director to serve as Class III directors for a term expiring at the Company's 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Steve Daly		131,623,543		5,019,913		3,473,296
Brian Jaffee		125,905,921		10,737,535		3,473,296
Lloyd "Buzz" Waterhouse		136,113,924		529,532		3,473,296

Proposal No. 2: Proposal to approve, by an advisory vote, the compensation of the Company's named executive officers, as disclosed in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 22, 2024 ("say-on-pay").

The compensation of the Company's named executive officers was approved on an advisory basis.

For		Against		Abstentions		Broker Non-Votes
134,970,126		1,666,581		6,749		3,473,296

Proposal No. 3: Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.

The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 was ratified.

Votes For		Votes Against		Abstentions
139,867,891		243,750		5,111

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