HomeAway, Inc. held its 2012 annual meeting of stockholders on June 6, 2012. The matters voted upon at the meeting and the results of those votes were as follows:

Proposal One: Election of Class I Directors

      Board Nominee          For           Against       Abstain       Broker Non-Votes
      Todd C. Chaffee      56,678,888            -        893,663              5,601,332
      Carl G. Shepherd     56,683,607            -        888,944              5,601,332
      Robert Solomon       56,691,153            -        881,398              5,601,332

Proposal Two: Ratification of PricewaterhouseCoopers LLP as 2012 independent public accounting firm

For Against Abstain Broker Non-Votes 62,941,224 16,370 216,289 -

Proposal Three: Approval, by non-binding vote, of the compensation of the named executive officers

For Against Abstain Broker Non-Votes 54,202,084 3,366,771 3,696 5,601,332

Proposal Four: Approval, by non-binding vote, of the frequency of future advisory votes on executive compensation

3 Years 2 Years 1 Year Abstain Broker Non-Votes 46,972,245 112,854 10,487,070 310 5,601,404