Maxygen, Inc. (the "Company") held its Annual Meeting of Stockholders on June 6, 2012. The following is a summary of the matters voted on at that meeting.

(a) The Company's stockholders reelected the six nominees for the Company's board of directors. The persons elected to the Company's board of directors and the number of shares cast for, the number of shares withheld, and broker non-votes, with respect to each of these persons, were as follows:

      Name                   Votes For        Votes Withheld       Broker Non-Votes
      Isaac Stein             15,295,793            1,135,671              7,234,409
      Louis G. Lange           7,742,601            8,688,863              7,234,409
      Kenneth B. Lee, Jr.     15,887,614              543,850              7,234,409
      Ernest Mario            15,419,640            1,011,824              7,234,409
      Gordon Ringold          15,851,283              580,181              7,234,409
      James R. Sulat          15,452,023              979,441              7,234,409

(b) The Company's stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012. The number of shares cast in favor of the ratification of Ernst & Young LLP, the number against, the number abstaining, and broker non-votes were as follows:

For Against Abstain Broker Non-Votes 23,492,200 150,819 22,854 0

(c) The Company's stockholders voted to approve the compensation of the Company's named executive officers listed in the proxy statement for the 2012 annual meeting. The stockholder vote is advisory and non-binding. The number of shares cast in favor of approval, the number against, the number abstaining, and the number of broker non-votes were as follows:

For Against Abstain Broker Non-Votes 15,886,226 512,538 32,700 7,234,409