On May 16, 2012, we held our 2012 Annual Meeting of Stockholders and presented the following proposals to our stockholders:

1. election of three Class II directors to hold office until the 2015 Annual Meeting of Stockholders; and

2. ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2012.

Proxies for the annual meeting were solicited by the board of directors pursuant to Section 14(a) of the Securities Exchange Act, and there were no solicitations in opposition to the board's solicitation. There were 16,408,420 shares of common stock entitled to vote at the annual meeting, and a total of 13,556,480 shares of common stock were represented at the annual meeting in person or by proxy.

At the annual meeting, our stockholders voted on the following:

1. Election of Three Class II Directors

Each of Vernon Lobo, James Milton and Rodger Weismann was elected as a Class II director, to serve until the 2015 Annual Meeting of Stockholders and until his successor is elected and has qualified, or until his earlier death, resignation or removal. The numbers of votes cast for and withheld, and the numbers of broker non-votes, for the director nominees are set forth below:

                                              NUMBER OF VOTES
                                                                  BROKER
               NOMINEE               FOR          WITHHELD       NON-VOTES
               Vernon Lobo         10,469,173       108,112       2,979,195
               James A. Milton     10,467,573       109,712       2,979,195
               Rodger Weismann     10,469,173       108,112       2,979,195

2. Ratification of Deloitte & Touche LLP

The selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2012 was ratified. The numbers of votes cast for and against the proposal are set forth below. There were no abstentions.