Summary of TRIAD GUARANTY INC

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a), (b)

The Company's Annual Meeting of Stockholders (the "Annual Meeting") was held on May 17, 2012. Shares entitled to vote at the Annual Meeting totaled 15,328,128, of which 12,357,858 shares were represented.

The five directors identified below were elected at the Annual Meeting. Shares were voted as follows for each nominee:

        Proposal 1:                    Shares           Shares         Broker
        Election of Directors      Voted in Favor      Withheld       Non-votes
        H. Lee Durham, Jr.               4,879,147       176,683       7,302,028
        Deane W. Hall                    4,871,180       184,650       7,302,028
        Kenneth W. Jones                 4,880,330       175,500       7,302,028
        William T. Ratliff, III          4,881,232       174,598       7,302,028
        David W. Whitehurst              4,880,761       175,069       7,302,028

The proposal to amend the Company's Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 32,000,000 to 100,000,000 did not receive the required votes for approval. Approval of this proposal required the affirmative vote of stockholders holding a majority of the outstanding shares of our common stock. The votes are set forth in the following table:

Proposal 2:                                     Shares              Shares             Shares           Broker
Charter Amendment                           Voted in Favor       Voted Against       Abstaining        Non-votes
Amendment of Certificate of
Incorporation, as amended, to increase
the number of authorized shares of
common stock from 32,000,000 to
100,000,000.                                      4,646,652             371,302            37,876       7,302,028

The proposal to amend the Company's Certificate of Incorporation, as amended, to increase the number of authorized shares of preferred stock from 1,000,000 to 5,000,000 did not receive the required votes for approval. Approval of this proposal required the affirmative vote of stockholders holding a majority of the outstanding shares of our common stock. The votes are set forth in the following table:

Proposal 3:                                     Shares              Shares             Shares           Broker
Charter Amendment                           Voted in Favor       Voted Against       Abstaining        Non-votes
Amendment of Certificate of
Incorporation, as amended, to increase
the number of authorized shares of
preferred stock from 1,000,000 to
5,000,000.                                        4,645,703             372,201            37,926       7,302,028

Stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012. This proposal was approved by the votes set forth in the following table:

Proposal 4:                                               Shares              Shares             Shares
Ratification of Auditor                               Voted in Favor       Voted Against       Abstaining
Ratification of the appointment of Ernst & Young
LLP as the Company's independent registered public
accounting firm for the year ending December 31,
2012.                                                      11,691,498             169,157           497,203