What changed in this filing

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Item 5. Other Information

2022-11-14 compared with 2022-05-16 · 22 added, 78 removed, 79 unchanged (56% of the section changed)

Other Information.

Frequency of Say on Pay

As previously reported on Form 8-K, in a

non-binding advisory vote on the frequency of future say on pay votes held at the 2022 annual meeting on April 8, 2022, 7,877,182

shares voted for one year, 84,778 shares voted for two years, 41 shares voted for three years, and 5,045 shares abstained.

13, 2022, our board of directors has considered the outcome of this advisory vote and has determined, as was recommended with

respect to this proposal by our board of directors in the proxy statement for the 2022 annual meeting, that we will hold future say

on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes.

advisory vote regarding the frequency of say on pay votes is required to occur no later than our 2028 annual meeting of

stockholders.

Election to Waive Application of Mandatory

Staggered Board Provision in Massachusetts General Laws Section 8.06(b)

On May 13, 2022, our board elected to be exempt

from the provisions of Section 8.06(b) of the Massachusetts General Laws and to declassify the current board.

Section 8.06(b) of the Massachusetts

General Laws provides that the board of every public Massachusetts corporation shall be staggered by dividing the number of directors

into three groups, as nearly equal in number as possible;

the term of office of those of the first group, ''Class I Directors'', to continue

until the first annual meeting following the date such public corporation becomes subject to this subsection and until their successors

are elected and qualified;

the term of office of those of the second group, ''Class II Directors'', to continue until the second annual

meeting following the date the public corporation becomes subject to this subsection and until their successors are elected and qualified;

and the term of office of those of the third group, ''Class III Directors'', to continue until the third annual meeting following the

date such public corporation becomes subject to this subsection and until their successors are elected and qualified.

Accordingly, and

in accordance with our bylaws, prior to the waiver our board was staggered into three classes of directors.

Amendments of the Bylaws

On May 13, 2022, our board adopted an amendment

to our amended and restated bylaws.

Previously, our bylaws had not been amended since 2014.

The material changes to our bylaws comprise the

- Annual meeting of stockholders

We made several clarifying changes, such as specifying

that a majority of the board can call special meetings of stockholders and that such meetings can be postponed or rescheduled by the board.

Under the new bylaws, notice of meetings of stockholders

must now be given at least ten days nor more than 60 days before the meeting, instead of at least seven days before the meeting.

may now also explicitly be given by electronic means.

If the stockholders meeting is rescheduled or adjourned, the new bylaws clarify

that no new notice need be given, unless the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed

for the adjourned meeting.

The new bylaws state, that if a quorum initially is present at any meeting of stockholders, the stockholders

may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum,

but if quorum is not present at least initially, no business other than the adjournment may be transacted.

We added a provision that a stockholder may revoke

any proxy that is not irrevocable by attending the meeting and voting in person, by filing with the secretary an instrument in writing

revoking the proxy or by granting another duly executed proxy bearing a later date.

We also added a new provision giving the board

or the presiding officer at the meeting the power to appoint an inspector of election.

Further, we added a new provision regarding stockholder

proposals and nominations, specifically who can make such proposals, what information must be submitted, when and where to direct such

- Board of Directors

Regarding the composition of the board, we dropped

the maximum number of seats on the board leaving the decision up to the board.

Further, the power to decrease or increase the board and

to fill vacancies now rests solely with the board and not with the shareholders or the board alternatively.

We further decided to declassify

the board and have all directors stand for election at each annual meeting of stockholders.

Notices for board meeting can now be transmitted

electronically instead of by telegram.

In addition, we added a provision to clarify that the board has the power to fix its remuneration,

which may include reimbursement of expenses, salaries or attendance fees and can comprise cash or equity.

The new bylaws also explicitly

authorize us to purchase and maintain D&O insurance.

We updated the outdated terms of clerk and assistant

clerk to secretary and assistant secretary, respectively.

Further, we specified that the board has the power to elect the officers from

time to time and deleted the dated reference to the incorporators or an election after each annual meeting.

Thus, the tenure of each officers

extends until the board has chosen, elected and qualified a successor.

Regarding stock certificates, the new bylaws state

that shares may be uncertificated or represented by certificate, as before, and removed the entitlement for stockholders to request certificates.

Further, in order to replace lost, destroyed or stolen certificates, the bylaws specify that we may now request documentation, indemnification

or security to protect against claims.

- Amendments of the Bylaws

The new bylaws removed the prohibition that the

directors may not provide for indemnification of the board or amend the section on amendments to the bylaws.

As previously reported,

the Company effected a 1-for-3 reverse split of its Common Stock as of 11:59 p.m.

Eastern Time on Tuesday, November 1, 2022.

stock split reduced the outstanding Common Stock from 16,915,089 shares to 5,638,302 shares, including the reduction for elimination of

fractional shares.

The total number of shares of Common Stock authorized under the Company’s Articles of Organization remains unchanged,

at 50,000,000 shares, $.01 par value per share.

The Common Stock began trading on a reverse stock split-adjusted basis on the OTCQB on

November 2, 2022.

The new CUSIP number for the Common Stock following the Reverse Stock Split is:

Asset Purchase Agreement between the Company and Optometrics Corporation, dated January 18, 2008 (included as Exhibit 2.1 to the Form 8-K filed January 25, 2008 and incorporated herein by reference).

5 unchanged sentences

(included as Exhibit 3.1 to the Current Report on Form 8-K filed July 11, 2014, and incorporated herein by reference).

Amendment to the Amended and Restated Bylaws of Precision Optics Corporation, Inc.

effective May 13, 2022.

to the Amended and Restated Bylaws of Precision Optics Corporation, Inc.

effective May 13, 2022 (included as exhibit 3.5 to the Form

10-Q filed May 16, 2022, and incorporated herein by reference).

Articles of Amendment to the Articles of Organization of Precision Optics Corporation, Inc., dated October 24, 2022;

and Articles of Amendment to the Articles of Organization of Precision Optics Corporation, Inc., dated October 26, 2022 (included as Exhibit 3.1 to the Form 8-K filed November 2, 2022, and incorporated herein by reference).

Articles of Amendment to the Articles of Organization of Precision Optics Corporation, Inc., dated October 27, 2022 (included as Exhibit 3.2 to the Form 8-K filed November 2, 2022, and incorporated herein by reference) .

Precision Optics Corporation, Inc.

38 unchanged sentences

Director side letter agreement dated October 4, 2021 (included as Exhibit 10.8 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

Precision Optics Corporation, Inc.

2022 Equity Incentive Plan (included as Appendix B to the proxy statement on Form DEF14A filed on February 24, 2022, and incorporated herein by reference) .

1 unchanged sentence

Corporate Code of Ethics and Conduct (included as Exhibit 14.1 to the Form 10-K filed September 28, 2008, and incorporated herein by reference).

Subsidiaries of the Registrant (included as Exhibit 21.1 to the Form 10-K filed September 26, 2008, and incorporated herein by reference).

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

8 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

Cover Page Interactive Data File (embedded within

the Inline XBRL document)

Filed Herewith.

10 unchanged sentences

PRECISION OPTICS CORPORATION, INC.

November 14 , 2022

/s/ Joseph N.

1 unchanged sentence

(Principal Executive Officer)

November 14, 2022

/s/ Daniel S.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information