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JAMMIN JAVA CORP. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

August 29, 2014

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Jammin Java Corp. (the "Company") held its Annual Meeting of Shareholders on July 16, 2014 (the "Meeting"). A total of 114,389,196 shares of common stock were issued and outstanding as of the record date of the Meeting, May 23, 2014, and a total of 40,162,032 shares were present at or were voted at the Meeting, constituting a quorum. The following proposals were voted on at the Meeting (as described in greater detail in the Company's Definitive Schedule 14A Proxy Statement filed with the SEC on May 30, 2014, the "Proxy Statement"), with the results of such voting as follows:

Proposal For Withheld* 1) The election of three (3) Directors to the Company's Board of Directors, each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal a) Rohan Marley 39,917,631 244,401 b) Anh Tran 39,847,496 314,536 c) Brent Toevs 39,904,746 257,286 For Against Abstain* 2) To ratify the

Company's 2012 39,249,730 735,106 177,196 Amended and Restated Equity Incentive Plan For Against Abstain*



3) To ratify the

Company's 2013 Equity 39,202,869 779,156 180,007 Incentive Plan For Against Abstain* 4) To ratify the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP, as the Company's 39,880,311 110,045 171,676 independent auditors for the fiscal years ending January 31, 2014 and 2015 For Against Abstain* 5) To approve on a non-binding basis, the compensation of 39,105,479 711,577 344,976 our named executive officers 2

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1 Year 2 Years 3 Years Abstain* 6) To approve on a non-binding basis, the frequency of the advisory vote 8,818,413 1,596,908 29,560,589 186,122 on compensation of our named executive officers For Against Abstain* 7) To approve the adjournment of the annual meeting, if necessary or 39,474,556 502,959 184,517 appropriate, to solicit additional proxies



* There were no broker non-votes cast on these proposals.

As a result of the voting described above, the stockholders of the Company (i) elected the three director nominees, (ii) ratified the Company's 2012 Amended and Restated Equity Incentive Plan, (iii) ratified the Company's 2013 Equity Incentive Plan, (iv) ratified the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP, as the Company's independent auditors for the fiscal years ending January 31, 2014 and 2015, (v) approved, on a non-binding advisory basis, the compensation awarded to the Company's named executive officers for fiscal 2014, (vi) approved, on a non-binding advisory basis, the frequency of the advisory vote on compensation of our named executive officers as being every three years (i.e., three years received the greatest number of votes cast on such proposal), and (vii) approved the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies, provided that such adjournment was not necessary.

In light of the voting results with respect to the frequency of holding a non-binding, advisory vote on executive compensation, and consistent with the fact that such period received the highest number of votes cast at the Meeting, the Board of Directors has determined that the Company will hold future non-binding, advisory votes of stockholders to approve the compensation of the named executive officers every three years until the next non-binding, advisory stockholder vote on the frequency of stockholder votes on executive compensation, or until the Board of Directors otherwise determines a different frequency for such non-binding, advisory votes.

At the Meeting, the stockholders of the Company ratified the Company's 2012 Amended and Restated Equity Incentive Plan and Company's 2013 Equity Incentive Plan. The Board of Directors previously approved the 2012 Equity Incentive Plan on October 14, 2012, and approved the Amended and Restated 2012 Equity Incentive Plan on September 19, 2013. On September 10, 2013, the Board of Directors approved the Company's 2013 Equity Incentive Plan.

The material terms of the Amended and Restated 2012 Equity Incentive Plan were described in the Company's Proxy Statement under the caption "Proposal 2 - Ratification of the Company's Amended and Restated 2012 Equity Incentive Plan". The Amended and Restated 2012 Equity Incentive Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to any limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) restricted stock units; (vi) stock appreciation rights; (vii) performance units and performance shares and stock awards; or (viii) any combination of the foregoing.

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The material terms of the 2013 Equity Incentive Plan were described in the Company's Proxy Statement under the caption "Proposal 3 - Ratification of the Company's 2013 Equity Incentive Plan". The 2013 Equity Incentive Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to any limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) restricted stock units; (vi) stock appreciation rights; (vii) performance units and performance shares and stock awards; or (viii) any combination of the foregoing.

The above descriptions of the Amended and Restated 2012 Equity Incentive Plan and 2013 Equity Incentive Plan do not purport to be complete, and are qualified in their entirety by the full text of the Plans, incorporated by reference herein as Exhibits 10.1 and 10.2, respectively, and incorporated in this Item 5.07 by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No. Description

10.1(1) Jammin Java Corp. 2012 Amended and Restated Equity

Incentive Plan 10.2(2) Jammin Java Corp. 2013 Equity Incentive Plan 10.3* Form of 2013 Equity Incentive Plan Stock Option Agreement 10.4* Form of Amended and Restated 2012 Equity Incentive Plan Stock Option Agreement



(1) Filed as Exhibit 4.1 to the Company's Post-Effective Amendment No. 1 to Form S-8 Registration Statement (File No. 333-184886), filed with the Securities and Exchange Commission on October 17, 2014, and incorporated herein by reference.

(2) Filed as Exhibit 4.1 to the Company's Form S-8 Registration Statement (File No. 333-191780), filed with the Securities and Exchange Commission on October 17, 2014, and incorporated herein by reference.

* Filed herewith.

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