On June 6, 2012, SPY Inc. (the "Company) held its Annual Meeting of Stockholders (the "Annual Meeting") at the Company's offices located at 2070 Las Palmas Drive, Carlsbad California 92011. Holders of an aggregate of 13,034,381 shares of the Company's common stock at the close of business on April 17, 2012 were entitled to vote (the "Stockholders") at the Annual Meeting. 11,282,045 shares of the Company's common stock were represented at the Annual Meeting in person or by proxy. The proposals presented at the Annual Meeting and voting results for the same are set forth below:

Proposal 1 - Election of Directors

By the votes reflected below, the Stockholders elected the following individuals
to serve as directors until the 2013 Annual Meeting of Stockholders or until
their respective successors are duly elected and qualified:



     Nominee            Votes For   Votes Against   Abstentions   Broker Non-Votes
     Greg Andrews       9,122,600       5,000           -            2,154,445
     Harry Casari       9,122,600       5,000           -            2,154,445
     J. David Chute     9,122,600       5,000           -            2,154,445
     Fir Geenen         9,122,600       5,000           -            2,154,445
     Seth W. Hamot      9,099,946      27,654           -            2,154,445
     David Mitchell     9,122,600       5,000           -            2,154,445
     Carol Montgomery   9,127,600        -              -            2,154,445
     John Pound         9,072,011      55,589           -            2,154,445
     Stephen Roseman    9,122,600       5,000           -            2,154,445
     Greg Theiss        9,122,600       5,000           -            2,154,445

Proposal 2 - Ratification of Independent Registered Certified Public Accountants

By the votes reflected below, the Stockholders ratified the appointment, by the Board of Directors, of Mayer Hoffman McCann P.C. as the Company's independent registered certified public accountants for the year ending December 31, 2012:

Votes For Votes Against Abstentions Broker Non-Votes 11,277,045 5,000 - -

Proposal 3 - Approval of the SPY Inc. Amended and Restated 2004 Stock Incentive Plan

By the votes reflected below, the Stockholders approved the SPY Inc. Amended and Restated Stock Incentive Plan:

Votes For Votes Against Abstentions Broker Non-Votes 9,093,738 33,862 - 2,154,445