On January 26, 2012, the Compensation Committee of the Board of Directors of the Company approved forms of Restricted Stock Award Agreements for use in connection with grants of restricted stock to employees and non-employee directors, and form of Restricted Stock Unit Award Agreement for use in connection with grants of restricted stock units to employees under the Company's 2010 Stock Incentive Plan, which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.

Also on January 26, 2012, the Compensation Committee approved a grant of restricted stock units to each of the Company's executive officers. Such units will vest at the end of fiscal year 2013, based upon the achievement of corporate goals for fiscal 2013 operating income as determined by the Compensation Committee.

On January 26, 2012, Rochester Medical Corporation (the "Company") held its 2012 Annual Meeting of Shareholders. There were 12,043,167 shares of common stock entitled to vote at the meeting; 10,968,177 shares were represented at the meeting in person or by proxy. The Company's shareholders voted on the following matters:

1. The election of five directors to serve until the next Annual Meeting of Shareholders;

2. The ratification of the selection of Grant Thornton LLP as the Company's independent auditor for the fiscal year ending September 30, 2012; and

3. An advisory vote on a non-binding resolution to approve the compensation of the Company's executives disclosed in the proxy statement for the 2012 Annual Meeting.

The results of the shareholder votes are set forth below:

Board of Directors.

           Nominees                For         Withheld       Broker Non-Votes
           Darnell L. Boehm      6,278,491       173,845              4,515,841
           Anthony J. Conway     6,217,891       234,445              4,515,841
           David A. Jonas        6,136,841       315,495              4,515,841
           Peter H. Shepard      6,285,521       166,815              4,515,841
           Benson Smith          6,205,541       246,795              4,515,841

Independent Auditor.

For Against Abstain Broker Non-Votes 10,698,608 245,604 23,965 0

Approval, on an Advisory Basis, of Executive Compensation.

For Against Abstain Broker Non-Votes 5,179,746 138,107 1,134,483 4,515,841

(d) Exhibits.

10.1*     Form of 2010 Stock Incentive Plan Restricted Stock Award Agreement for
          employees

10.2*     Form of 2010 Stock Incentive Plan Restricted Stock Award Agreement for
          directors

10.3*     Form of 2010 Stock Incentive Plan Restricted Stock Unit Award Agreement
          for employees

* Indicates management contract, compensatory plan or arrangement required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.