On May 30, 2012, FairPoint Communications, Inc. (the "Company") held its 2012 annual meeting of shareholders (the "2012 Annual Meeting"). At the 2012 Annual Meeting, shareholders considered and voted upon the following proposals:

1. The election of the eight directors nominated by the board of directors of the Company (the "Board") and named in the table below to serve until the Company's next annual meeting of shareholders and until their successors are duly elected and qualified;

2. The approval, by a non-binding advisory vote, of the Company's named executive officer compensation;

3. The recommendation, by a non-binding advisory vote, on the frequency of the advisory vote on the Company's named executive officer compensation; and

4. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2012.

Of the 26,215,302 shares of common stock of the Company outstanding and entitled to vote at the 2012 Annual Meeting, 21,573,339, or approximately 82.3%, were represented at the meeting in person or by proxy, and therefore a quorum was present.

Shareholders elected each of the eight nominees for director to serve on the Board until the Company's next annual meeting of shareholders and until their successors are duly elected and qualified based upon the following votes:

       Nominee               Votes in Favor   Votes Withheld   Broker Non-Votes
       Todd W. Arden           16,259,958         25,216          5,288,165
       Dennis J. Austin        16,259,958         25,216          5,288,165
       Edward D. Horowitz      16,259,958         25,216          5,288,165
       Michael J. Mahoney      15,556,820        728,354          5,288,165
       Michael K. Robinson     15,556,964        728,210          5,288,165
       Paul H. Sunu            16,259,877         25,297          5,288,165
       David L. Treadwell      16,259,958         25,216          5,288,165
       Wayne Wilson            15,540,664        744,510          5,288,165

Votes in Favor Votes Against Abstentions Broker Non-Votes 16,246,776 29,530 8,868 5,288,165

Shareholders recommended, by a non-binding advisory vote, that the non-binding advisory vote on the Company's named executive officer compensation be conducted on an annual basis based upon the following votes:

1 Year 2 Years 3 Years Abstentions Broker Non-Votes 15,433,027 1,100 849,242 1,805 5,288,165

In light of the voting results and other factors, the Board has decided to include the non-binding advisory shareholder vote on named executive officer compensation in its proxy materials on an annual basis until the next required non-binding advisory vote on the frequency of the shareholder vote on named executive officer compensation. The Company is required to hold votes on frequency every six years.

Shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2012 based upon the following votes:

Votes in Favor Votes Against Abstentions 21,478,332 65,903 29,104