On May 9, 2012 our shareholders approved amendments to our Amended and Restated Certificate of Incorporation and our Fourth Amended and Restated By-Laws (the "By-Laws"), which became effective on such date, to add a right permitting the holders of at least 40% of the Company's outstanding common stock to call a special meeting of shareholders. In addition, the amendments to our By-Laws include procedural requirements with which shareholders are required to comply in order to call a special meeting.

Our Amended and Restated Certificate of Incorporation, as amended, and Fourth Amended and Restated By-Laws, as amended, are included in this Current Report on Form 8-K as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference.

Our Annual Meeting of Shareholders was held on May 9, 2012. At such meeting, 42,552,092 shares of our common stock were represented in person or by proxy, which was equal to 88.92% of the issued and outstanding shares entitled to vote at the meeting.

The matters voted upon and the results of the vote were as follows:

                                 PROPOSAL NO. 1

                             ELECTION OF DIRECTORS

The nine directors listed below were elected to one-year terms, which will
expire at the 2013 Annual Meeting of Shareholders.



                                                  Number of Shares
           Nominee                       For            Against        Abstain

           Austin A. Adams             39,771,796          61,964        70,431

           John W. Alden               39,089,463         744,840        69,888

           Christopher J. Coughlin     39,175,264         658,314        70,613

           James N. Fernandez          39,766,172          63,495        74,524

           Paul R. Garcia              39,764,191          59,168        80,832

           Douglas A. Kehring          39,725,594          99,941        78,656

           Sara Mathew                 38,342,802       1,458,444       102,945

           Sandra E. Peterson          39,770,109          63,853        70,229

           Michael J. Winkler          39,126,802         707,788        69,601

There were 2,647,901 Broker Non-Votes on Proposal No. 1 relating to each director.

On May 9, 2012, subsequent to our 2012 Annual Meeting of Shareholders, our Board of Directors met and approved the reconstitution of our Board committees, as follows:

Audit Committee - James N. Fernandez (Chair), Austin A. Adams and Paul R. Garcia

Compensation & Benefits Committee - John W. Alden (Chair), Christopher J. Coughlin, Sandra E. Peterson and Michael J. Winkler

Board Affairs Committee - Christopher J. Coughlin (Chair), John W. Alden and James N. Fernandez

Innovation & Technology Committee - Sandra E. Peterson (Chair), Austin A. Adams, Paul R. Garcia and Michael J. Winkler

The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm was ratified as follows: 42,234,582 voted in favor; 293,860 voted against; and 23,650 abstained.

There were no Broker Non-Votes on Proposal No. 2.

The vote on executive compensation as disclosed in the proxy materials for our Annual Meeting of Shareholders was approved, on an advisory basis, as follows:
25,702,265 voted in favor; 13,932,759 voted against; and 269,167 abstained.

There were 2,647,901 Broker Non-Votes on Proposal No. 3.

The proposal to approve amendments to our Amended and Restated Certificate of Incorporation and Fourth Amended and Restated By-Laws to add a right permitting the holders of at least 40% of the Company's outstanding common stock to call a special meeting of shareholders was approved as follows: 39,716,820 voted in favor; 74,716 voted against; and 112,655 abstained.

There were 2,647,901 Broker Non-Votes on Proposal No. 4.

(d) Exhibits

Exhibit                                   Description

3.1          Certificate of Amendment of the Amended and Restated Certificate of
             Incorporation of The Dun & Bradstreet Corporation, as filed with the
             Secretary of State of Delaware on May 9, 2012, together with the
             Amended and Restated Certificate of Incorporation of the Company.

3.2          Fourth Amended and Restated By-Laws of The Dun & Bradstreet
             Corporation, as amended, effective May 9, 2012.