(a) On April 24, 2012, the Company held its annual meeting of stockholders.

(b) The following is a record of the vote on each matter presented at the annual meeting.

(1)     Election of Directors

       Nominee             For      Withheld   Broker Non-Vote

Lewis J. Critelli       2,445,697     6,110        455,999
William W. Davis, Jr.   2,440,160    11,647        455,999
Susan Gumble-Cottell    2,427,721    24,086        455,999
John E. Marshall        2,438,859    12,948        455,999

There were no abstentions in the election of directors.

(2) Ratification of appointment of S.R. Snodgrass, A.C. as independent auditors for the fiscal year ending December 31, 2012.

2,897,765 6,194 3,847

There were no broker non-votes on the ratification of auditors.