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

On May 23, 2012, we held an annual meeting of stockholders. A total of 20,785,532 shares of our common stock were outstanding as of April 5, 2012, the record date for the annual meeting. The first matter acted upon at the annual meeting was the election of three Class I directors of our board of directors. Our stockholders elected Brian D. Connolly, Richard P. Moberg and Kevin T. Russell as members of our board of directors as Class I directors for a three-year term. The final results of the vote, as reported by our inspector of elections, were as follows:

Nominee For Withheld
Brian D. Connolly 12,897,834 148,800
Richard P. Moberg 12,179,824 866,810
Kevin T. Russell 12,181,444 865,190

The second matter acted upon at the annual meeting was an advisory vote on the approval of named executive officer compensation. Our stockholders approved, on an advisory basis, the compensation of individuals identified in the Summary Compensation Table, as disclosed in the Aware, Inc. 2011 proxy statement pursuant to the compensation disclosure rules of the SEC. The final results of the vote, as reported by our inspector of elections, were as follows:

For Against Abstain
11,781,250 1,241,471 23,913

Our board of directors has decided to hold advisory stockholder votes to approve the compensation paid to our named executive officers as disclosed pursuant to Item 402 of Regulation S-K every year until the next required vote on the frequency of such advisory votes.