(a) HSN, Inc., a Delaware corporation (the "Company"), held its annual meeting of shareholders on May 18, 2012.

(b) The matters on which the shareholders voted, in person or by proxy, were
(i) to elect nine directors to serve until the Company's next annual meeting of shareholders or until their successors are duly elected and qualified; and
(ii) to ratify the appointment of Ernst & Young LLP as the Company's independent registered certified public accounting firm for the fiscal year ending December 31, 2012. The results of the voting are as follows:

Proposal 1 - Election of Directors:



   Name of Nominee              Votes For        Votes Withheld       Broker Non-Votes

   Patrick Bousquet-Chavanne     52,063,078            1,001,043              2,233,925
   Michael C. Boyd               52,063,055            1,001,066              2,233,925
   William Costello              52,064,432              999,689              2,233,925
   James M. Follo                52,063,681            1,000,440              2,233,925
   Mindy Grossman                52,063,068            1,001,053              2,233,925
   Stephanie Kugelman            52,063,421            1,000,700              2,233,925
   Arthur C. Martinez            49,016,076            4,048,045              2,233,925
   Thomas J. McInerney           41,733,300           11,330,821              2,233,925
   John B. (Jay) Morse, Jr.      52,063,500            1,000,621              2,233,925

As a result of these votes, each of the director nominees was elected to hold office for a one-year term ending on the next succeeding annual meeting of shareholders.

Proposal 2 - Ratify the appointment of Ernst & Young LLP as independent registered certified public accounting firm for the fiscal year ending December 31, 2012:

Votes For Votes Against Votes Abstaining Broker Non-Votes 55,270,041 24,290 3,715 0

The shareholders approved Proposal 2.