On May 31, 2012, Somaxon Pharmaceuticals, Inc. ("Somaxon") held its Annual Meeting of Stockholders. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

1. To elect the following two directors for a three-year term to expire at the 2015 Annual Meeting of Stockholders:

                                                VOTING  AUTHORITY         BROKER
      DIRECTOR NAME      SHARES VOTED FOR           WITHHELD             NON-VOTE
      Terrell A. Cobb           14,454,605                 403,742       21,909,777

      Erle T. Mast              14,431,143                 427,204       21,909,777

In accordance with the above result, each nominee was elected to serve as a director.

2. To ratify the appointment of PricewaterhouseCoopers LLP as Somaxon's independent registered public accounting firm for the fiscal year ending December 31, 2012:

                                                        BROKER
                         FOR       AGAINST   ABSTAIN   NON VOTE
                      35,766,025   939,118   62,981       0

In accordance with the above results, the ratification of PricewaterhouseCoopers LLC was approved.