ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 5, 2012, Venoco, Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting"). There were 53,997,856 shares of Company common stock represented in person or by proxy at the Special Meeting, representing 87.9% of the shares entitled to vote at the meeting. The Special Meeting was held (i) to consider and vote on a proposal (the "Merger Agreement Proposal"), to adopt and approve the Agreement and Plan of Merger, dated as of January 16, 2012, by and among the Company, Timothy M. Marquez, the Company's Chairman and CEO, and certain affiliates of Mr. Marquez (the "Merger Agreement"), and (ii) to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes to approve the Merger Agreement Proposal (the "Adjournment Proposal").

The Merger Agreement Proposal was approved as follows:

BROKER NON- FOR AGAINST ABSTAIN VOTES
48,332,099 5,145,476 520,281 -

Pursuant to the terms of the Merger Agreement, the Merger Agreement Proposal was also approved by a majority of the outstanding shares of the Company's common stock excluding shares owned by Mr. Marquez, the affiliated entities of Mr. Marquez that are parties to the Merger Agreement, their respective affiliates, and directors, officers and other employees of the Company and its subsidiaries. Because the Merger Agreement Proposal was approved, the Adjournment Proposal was moot.

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