On May 22, 2012, at ReachLocal, Inc.'s annual meeting of stockholders, its stockholders approved a one-time stock option exchange for eligible employees. If commenced, the option exchange will permit eligible employees of ReachLocal or its subsidiaries, including ReachLocal's executive officers, to exchange certain outstanding stock options with exercise prices equal to or greater than
(i) for employees other than executive officers, $10.91 per share, and (ii) for executive officers, $16.71 per share, for a lesser number of replacement stock options with exercise prices equal to (i) for employees other than executive officers, the fair market value of ReachLocal common stock on the replacement option grant date, and (ii) for executive officers, the greater of the fair market value of our common stock on the replacement option grant date or $13 per share. The exchange ratios of shares subject to eligible options surrendered in exchange for replacement options will be determined in a manner intended to result in the grant of replacement options that have an aggregate fair value approximately equal to the aggregate fair value of the options they replace.

Each replacement option will have a new seven-year term measured from the replacement option grant date and will be unvested as of such date, regardless of whether the surrendered option was partially vested. Replacement options will vest as to 12.5% of the underlying shares on the six-month anniversary of the replacement option grant date and in substantially equal monthly installments thereafter over the subsequent 42 months, subject to the option holder's continued employment with ReachLocal through each vesting date.

For a more detailed description of the terms and conditions of the proposed option exchange, see ReachLocal's Proxy Statement for its 2012 annual meeting of stockholders, which was filed on April 23, 2012.

On May 22, 2012, ReachLocal held its annual meeting of stockholders. At the annual meeting, 26,854,587 shares were represented in person or by proxy, constituting 94.63% of ReachLocal's outstanding shares as of April 4, 2012, the record date for the meeting. Stockholders voted to:

· reelect Jim Geiger and Habib Kairouz to the Board of Directors, each to serve as a director until the 2015 annual meeting of stockholders and until his successor has been duly elected and qualified;

· approve a one-time stock option exchange for eligible employees; and

· ratify the appointment of Grant Thornton LLP as ReachLocal's independent registered public accounting firm for the fiscal year ending December 31, 2012.

The final results of voting on each of the above items are as follows:

                                                                                 Broker
                                    For       Withheld/Against   Abstentions   Non-Votes
1   Election of directors:
    Jim Geiger                   22,571,579            538,838           N/A    3,744,170
    Habib Kairouz                23,069,172             41,245           N/A    3,744,170
2   Approval of a one-time stock
    option exchange for eligible
    employees                    18,601,135          4,509,252            30    3,744,170
3   Ratification of the
    appointment of Grant
    Thornton LLP as ReachLocal's
    independent registered
    public accounting firm for
    the fiscal year ending
    December 31, 2012            26,844,920              7,167         2,500          N/A