On June 5, 2012, at the Annual Meeting of Stockholders (the "Annual Meeting") of CoStar Group, Inc. (the "Company"), the stockholders of the Company approved an amendment (the "Amendment") to the CoStar Group, Inc. 2007 Stock Incentive Plan (as amended, the "2007 Plan") to increase the maximum number of shares of the Company's common stock that may be issued under the 2007 Plan by 900,000 shares and approved the qualifying performance criteria under the 2007 Plan. The Board of Directors of the Company (the "Board of Directors") had previously adopted and approved the Amendment on April 2, 2012, subject to stockholder approval. The foregoing summary of the 2007 Plan Amendment is qualified in its entirety by reference to the complete text of the 2007 Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

On June 5, 2012, the Company amended its Restated Certificate of Incorporation to increase the authorized shares of common stock from 30,000,000 shares to 60,000,000 shares. The amendment became effective by filing an Amended and Restated Certificate of Incorporation with the State of Delaware on June 5, 2012 following stockholder approval, as discussed further below under Item 5.07. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.

The following items, which are more fully described in our proxy statement dated April 25, 2012, were submitted to a vote of the stockholders of the Company at the Company's 2012 Annual Meeting held on June 5, 2012. The final voting results are as follows:

(1) The following nominees were elected to our Board to serve until the next annual meeting of the Company's stockholders or until his successor is elected and qualified: Michael R. Klein, Andrew C. Florance, David Bonderman, Michael J. Glosserman, Warren H. Haber, Christopher J. Nassetta and David J. Steinberg.

Name                     Votes For  Votes Withheld  Broker Non-Votes
Michael R. Klein        17,765,960       5,936,647           534,871
Andrew C. Florance      19,429,588       4,273,019           534,871
David Bonderman          9,032,956      14,669,651           534,871
Michael J. Glosserman   17,998,366       5,704,241           534,871
Warren H. Haber         19,429,616       4,272,991           534,871

The Board notes and is taking into consideration the votes withheld from David Bonderman.

(2) The amendment to the CoStar Group, Inc. Restated Certificate of Incorporation to increase the authorized shares of common stock from 30,000,000 shares to 60,000,000 shares was approved upon the following vote:

Votes For        22,329,112
Votes Against     1,906,498
Abstentions           1,868
Broker Non-Votes          -

(3) The qualifying performance criteria under the CoStar Group, Inc. 2007 Stock Incentive Plan (as amended, the "2007 Plan") was approved upon the following vote:

Votes For        23,378,695
Votes Against       320,805
Abstentions           3,107
Broker Non-Votes    534,871

(4) The amendment to the 2007 Plan to increase the maximum number of shares of common stock that may be issued under that Plan by 900,000 shares was approved upon the following vote:

Votes For        21,320,809
Votes Against     2,354,391
Abstentions          27,407
Broker Non-Votes    534,871

(5) The appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified upon the following vote:

Votes For     24,121,367
Votes Against    115,031
Abstentions        1,080

(6) The advisory resolution on executive compensation was approved upon the following vote:

Votes For        23,112,275
Votes Against       588,021
Abstentions           2,311
Broker Non-Votes    534,871

Exhibit No. Description

Exhibit 3.1 CoStar Group, Inc. Amended and Restated Certificate of Incorporation, dated June 5, 2012
Exhibit 10.1 CoStar Group, Inc. 2007 Stock Incentive Plan, as amended