The 2012 Annual Meeting of Stockholders (the "Annual Meeting") of Sunesis Pharmaceuticals, Inc. was held on June 5, 2012. Proxies for the Annual Meeting were solicited by our Board of Directors (the "Board") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's solicitation. There were 46,924,232 shares of common stock entitled to vote at the Annual Meeting. A total of 40,270,997 shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the meeting were as follows:

Proposal No. 1

Edward Hurwitz, Helen S. Kim and Dayton Misfeldt were elected as directors to
hold office until the 2015 Annual Meeting of Stockholders by the following vote:



                 Nominee          For       Withheld    Broker Non-Votes
             Edward Hurwitz    24,948,008   3,140,022      12,182,967
             Helen S. Kim      27,732,741     355,289      12,182,967
             Dayton Misfeldt   25,390,045   2,697,985      12,182,967

In addition to the directors elected above, James W. Young, Ph.D., Steven B. Ketchum, Ph.D. and Homer L. Pearce, Ph.D. will continue to serve as directors until the 2013 Annual Meeting of Stockholders and until their successors are elected and have qualified, or until their earlier death, resignation or removal. Matthew K. Fust, David C. Stump, M.D. and Daniel N. Swisher, Jr. will continue to serve as directors until the 2014 Annual Meeting of Stockholders and until their successors are elected and have qualified, or until their earlier death, resignation or removal.

Proposal No. 2

The selection by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2012 was ratified by the following vote:

For Against Abstain 40,156,762 69,614 44,621