On May 30, 2012, Compass Diversified Holdings (the "Trust") and Compass Group Diversified Holdings LLC (the "Company") (NYSE: CODI) (collectively "CODI") held their 2012 Annual Meeting of Shareholders (the "Annual Meeting"), at the Hilton Rye Town, 699 Westchester Avenue, Rye Brook, New York 10573. A total of 48,300,000 shares of the Company's common stock were entitled to vote as of April 12, 2012, the record date for the Annual Meeting. There were 41,155,751 shares present in person or by proxy, constituting a quorum, at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders and the final voting results of each such proposal.

Proposal 1. Election of Directors

With respect to the election of the following nominees as Class III directors of
the Company to hold office for a three-year term, ending at the 2015 Annual
Meeting, the shareholders voted as set forth in the table below:



                                  For          Withheld       Broker Non-Vote
            C. Sean Day         25,020,537       355,100            15,780,114
            D. Eugene Ewing     25,137,232       238,405            15,780,114

Based on the votes set forth above, Messrs. Day and Ewing were duly elected to serve as Class III directors of the Company for a three-year term, ending at the 2015 Annual Meeting.

Proposal 2. Advisory Vote Regarding Executive Compensation ("Say-on-Pay")

With respect to the non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in CODI's Proxy Statement, the shareholders voted as set forth in the table below:

For Against Abstain Broker Non-Vote 24,490,251 686,819 198,567 15,780,114

Based on the votes set forth above, the shareholders approved the Say-on-Pay proposal.

Proposal 3. Ratification of Selection of Independent Auditor

The ratification of the appointment of Grant Thornton LLP as independent auditor for the Company and the Trust for the fiscal year ending December 31, 2012 received the following votes:

For Against Abstain 40,541,607 484,552 129,592

Based on the votes set forth above, the ratification of the appointment of Grant Thornton LLP as the independent auditor for the Company and the Trust to serve for the 2012 fiscal year was duly ratified by the shareholders.