Submission of Matters to a Vote of Security

A special meeting of the stockholders (the Special Meeting) of Towerstream Corporation (the Company) was held on September 28, 2016. A total of 2,429,429 shares of common stock, constituting a quorum, were present and accounted for at the Special Meeting. At the Special Meeting, the Companys stockholders approved the following proposals:

(i) In accordance with NASDAQ Listing Rule 5635(d), the potential issuance in excess of 20% of the Companys outstanding shares of common stock in one or more non-public offerings, where the discount at which securities will be offered will be equivalent to a maximum discount of 30% below the market price of the Companys common stock.

The potential issuance was approved and the votes were cast as follows:

For

Against

Abstain

Brokernon-votes

1,876,272

513,538

39,619

0

(ii) In accordance with NASDAQ Listing Rule 5635(d), the potential issuance in excess of 20% of the Companys outstanding shares of common stock in one or more non-public offerings, where the discount at which securities will be offered will be equivalent to a maximum discount of 20% below the market price of the Companys common stock.

The potential issuance was approved and the votes were cast as follows:

For

Against

Abstain

Brokernon-votes

1,996,763

388,424

44,242

0

(iii) Approval of any change of control that could result from the potential issuance of securities in the non-public offerings following approval of Proposal 1 or Proposal 2, as required by and in accordance with Nasdaq Marketplace Rule 5635(b).

The potential change of control was approved and the votes were cast as follows:

For

Against

Abstain

Brokernon-votes

1,988,995

362,598

77,836

0

(iv) Approval of the Companys 2016 Equity Incentive Plan, including the reservation of 682,000 shares of common stock thereunder.

The 2016 Equity Incentive Plan was approved and the votes were cast as follows:

For

Against

Abstain

Brokernon-votes

2,018,974

296,757

113,657

41

As of the record date for the Special Meeting, 4,675,795 shares of common stock were issued and outstanding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TOWERSTREAM CORPORATION

Dated: September 28, 2016

By:

/s/Philip Urso

Philip Urso

Interim Chief Executive Officer

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Other recent filings from the company include the following:

Regulation FD - Sept. 6, 2017
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