The Company convened its annual meeting of shareholders on March 16, 2009 pursuant to notice duly given. Holders of an aggregate of 149,205,273 shares out of the total 169,709,353 Company shares entitled to vote were present in person or by proxy at the meeting. The matters voted upon at the meeting and the results of such voting, which were certified by the Company on March 24, 2009, are set forth below:

1.       To elect eight directors of the Company.

NAME                      FOR             WITHHELD

John B. Elstrott           135,421,199    13,784,074

Gabrielle E. Greene        131,107,229    18,098,045

Hass Hassan                133,886,787    15,318,487

Stephanie Kugelman        135,912,723     13,292,550

John P. Mackey             134,031,173    15,174,100

Morris J. Siegel           131,016,375    18,188,898

Dr. Ralph Z. Sorenson      130,372,681    18,832,592

W.A. (Kip) Tindell, III    135,743,712    13,461,561

All director nominees were duly elected.

2. Ratification of the appointment of Ernst & Young, LLP as independent public accountants for fiscal year 2009.

FOR AGAINST ABSTAIN BNV

146,178,426 2,603,358 423,489 0

Of the total votes cast, 97.97% voted for the proposal.

3. Ratification of the amendment and restatement of the 2007 Stock Incentive Plan.

FOR AGAINST ABSTAIN BNV

99,216,314 10,812,247 312,576 38,864,136

Of the total votes cast, 89.91% voted for the proposal.

4. Ratification of the amendment to 2007 Stock Incentive Plan to increase number of shares authorized for issuance thereunder.

FOR AGAINST ABSTAIN BNV

85,550,137 24,515,205 275,795 38,864,136

Of the total votes cast, 77.53% voted for the proposal.

5. Ratification of the amendment to the Team Member Stock Purchase Plan.

FOR AGAINST ABSTAIN BNV

106,797,491 3,266,516 277,231 38,864,035

Of the total votes cast, 96.78% voted for the proposal.

6. Shareholder proposal regarding separating the roles of company Chairman of the Board and CEO.

FOR AGAINST ABSTAIN BNV

37,074,298 72,900,997 365,843 38,864,135

Of the total votes cast, 66.06% voted against the proposal.

7. Shareholder proposal regarding simple majority threshold for voting.

FOR AGAINST ABSTAIN BNV

63,033,787 46,830,795 476,056 38,864,635

Of the total votes cast, 57.12% voted for the proposal.

8. Shareholder proposal regarding reincorporation as a North Dakota corporation.

FOR AGAINST ABSTAIN BNV

2,203,248 107,272,030 865,460 38,864,535

Of the total votes cast, 97.21% voted against the proposal.