(a) The 2012 Annual Meeting of Stockholders of BroadSoft, Inc. was held on May 4, 2012 in Gaithersburg, Maryland. Of the 27,481,871 shares outstanding as of the record date, 26,088,410 shares (approximately 94.9%) were present or represented by proxy at the meeting.

At the 2012 Annual Meeting of Stockholders, our stockholders: (i) approved the election of Robert P. Goodman and Douglas L. Maine; (ii) approved the non-binding advisory resolution regarding executive compensation; and
(iii) ratified the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

(b) The results of the voting on the matters submitted to the stockholders are as follows:

1. To elect two directors to serve until the 2015 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

       Name                 Votes For        Votes Withheld       Broker Non-Votes
       Robert P. Goodman     23,518,150              501,453              2,068,807
       Douglas L. Maine      23,752,723              266,880              2,068,807

2. To approve the non-binding advisory resolution regarding executive compensation.

Votes For Votes Against Votes Abstaining Broker Non-Votes 23,648,121 365,586 5,896 2,068,807

3. To ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

Votes For Votes Against Votes Abstaining Broker Non-Votes 25,804,942 282,203 1,265 0