(a) The Registrant's annual stockholders meeting was held on May 22, 2012 (the "Annual Meeting").

(b) The following are the final results of the Annual Meeting. Abstentions have no impact on the vote outcome for Proposal 1 and have the effect of a vote against for Proposals 2, 3, 4, 5, and 6. Broker non-votes have no impact on the vote outcome for Proposals 1, 2, and 6 and have the effect of a vote against for Proposals 3 and 4.

Proposal 1 - Election of Directors. Twelve directors were elected by a majority of the votes cast for terms expiring at the 2013 annual stockholders meeting with an average vote of 95.68%. The voting results are as follows:

Nominee                  For        Against      Abstain    Broker non-votes
F. Duane Ackerman    370,505,973   9,481,060     982,208       48,769,056
Robert D. Beyer      367,458,265   12,540,984    969,992       48,769,056
W. James Farrell     361,175,889   18,792,358   1,000,994      48,769,056
Jack M. Greenberg    344,893,143   35,088,814    987,284       48,769,056
Ronald T. LeMay      359,846,616   20,103,900   1,018,725      48,769,056
Andrea Redmond       367,331,226   12,664,720    973,295       48,769,056
H. John Riley, Jr.   366,544,596   13,421,213   1,003,430      48,769,056
John W. Rowe         376,182,152   3,722,251    1,064,838      48,769,056
Joshua I. Smith      355,359,462   24,592,856   1,016,923      48,769,056
Judith A. Sprieser   352,512,792   27,498,390    958,059       48,769,056
Mary Alice Taylor    372,776,525   7,258,487     934,229       48,769,056
Thomas J. Wilson     368,285,328   11,667,042   1,016,871      48,769,056

Proposal 2 - Advisory Vote to Approve the Executive Compensation of the Named Executive Officers. The management proposal on the advisory resolution to approve the compensation of the named executive officers received the vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. The voting results are as follows:

    For        Against      Abstain    Broker non-votes
351,717,038   22,749,635   6,502,568      48,769,056
  92.32%        5.97%        1.70%     % not applicable

Proposal 3 - Right to Act by Written Consent. The management proposal on the amendment of the Certificate to grant stockholders the right to act by written consent received the vote of a majority of the outstanding shares entitled to vote at the meeting. The voting results are as follows:

    For        Against      Abstain    Broker non-votes
362,171,339   17,200,181   1,597,721      48,769,056
  73.39%        3.48%        0.32%          9.88%

Proposal 4 - Special Meeting. The management proposal on the amendment of the Certificate to grant holders of not less than 10% of the outstanding common stock the right to require that a special stockholders meeting be called received the vote of a majority of the outstanding shares entitled to vote at the meeting. The voting results are as follows:

    For        Against     Abstain    Broker non-votes
372,972,182   6,630,290   1,366,769      48,769,056
  75.58%        1.34%       0.27%          9.88%

Proposal 5 - Ratification of Appointment of Independent Registered Public Accountant. The management proposal on ratification of the appointment of Deloitte & Touche LLP as Registrant's independent registered public accountant for 2012 received the vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. The voting results are as follows:

    For        Against     Abstain
419,757,404   8,924,369   1,056,524
  97.67%        2.07%       0.24%

Proposal 6 - Stockholder Proposal. The stockholder proposal seeking a report on political contributions did not receive the vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. The voting results are as follows:

   For         Against      Abstain     Broker non-votes
37,955,654   289,958,069   53,055,518      48,769,056
  9.96%        76.11%        13.92%     % not applicable