(b) Pursuant to the Beam Inc. (the "Company") retirement age policy, Anne M. Tatlock retired from the Company's Board of Directors effective April 24, 2012. The Company's policy requires directors to retire after the Annual Meeting of Stockholders following their 72nd birthday.

The Company held its Annual Meeting of Stockholders on April 24, 2012. At the Annual Meeting, our stockholders (i) elected the persons listed below to serve as directors for a term of one year expiring at the 2013 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
(ii) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2012; (iii) approved the compensation paid to the Company's named executive officers; (iv) approved the Beam Inc. 2012 Employee Stock Purchase Plan; and (v) re-approved the Annual Executive Incentive Compensation Plan. Set forth below are the voting results for each of these proposals:

1. The election of seven directors for a one-year term expiring at the 2013 Annual Meeting

  Director Name               For            Against        Abstain       Broker Non-Votes
  Richard A. Goldstein     114,215,611         598,288       265,353             15,728,789
  Stephen W. Golsby        114,223,114         600,636       255,502             15,728,789
  Ann F. Hackett           112,858,861       1,964,276       256,115             15,728,789
  A. D. David Mackay       114,296,685         526,119       256,448             15,728,789
  Matthew J. Shattock      114,463,601         373,766       241,885             15,728,789
  Robert A. Steele         114,371,444         456,993       250,815             15,728,789
  Peter M. Wilson          112,458,046       2,431,944       189,262             15,728,789

2. The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2012

For Against Abstain 129,570,879 1,017,456 219,706

3. The approval of the compensation paid to the Company's named executive officers

For Against Abstain Broker Non-Votes 100,120,010 11,130,548 3,828,694 15,728,789

4. The approval of the Beam Inc. 2012 Employee Stock Purchase Plan

For Against Abstain Broker Non-Votes 113,188,107 985,071 906,074 15,728,789

5. The re-approval of the Annual Executive Incentive Compensation Plan

For Against Abstain Broker Non-Votes 111,205,978 3,303,128 570,146 15,728,789