The 2012 Annual Meeting of Stockholders of Kips Bay Medical, Inc. (the "Company") was held on May 22, 2012. The votes cast with respect to each item of business properly presented at the meeting are as follows:

Proposal 1 - The stockholders elected each of the four nominees to the Board of Directors to serve for one-year terms or until their successors are elected and qualified, as follows:

                           For       Withheld   Broker Non-Vote
Manny Villafana         13,430,704      2,500         1,000,393
Arch C. Smith           13,430,649      2,555         1,000,393
Robert J. Sheehy        13,430,649      2,555         1,000,393
Robert E. Munzenrider   13,430,704      2,500         1,000,393

Proposal 2 - The stockholders did not approve the authorization of the potential issuance of additional shares of common stock to Aspire Capital Fund, LLC ("Aspire Capital") in accordance with the stockholder approval requirements of NASDAQ Rule 5635.

For               6,002,297
Against           7,420,907
Abstain              10,000
Broker Non-Vote   1,000,393

As a result, at this time, the Company and its Board of Directors are not authorized to exceed the NASDAQ rule 5635 limits. This means that the Company's sales of its common stock to Aspire Capital are limited to less than 20% of its common stock outstanding as of the effective date of its Common Stock Purchase Agreement with Aspire Capital, dated October 24, 2011, or the 3,164,357 shares that were registered by the Company in its registration statement on Form S-1 (Reg. No. 333-178019), as declared effective by the SEC on January 26, 2012.

Proposal 3 - The stockholders ratified the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for 2012.

For               14,433,444
Against                  150
Abstain                    3
Broker Non-Vote            0