The 2012 Annual Meeting of Stockholders VASCO Data Security International, Inc. (the "Company") was held June 13, 2012.

The shareholders of the Company voted on the following items at the Annual Meeting:

1. To elect five directors to serve on the Board of Directors for terms expiring in 2013; and

2. To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

Votes regarding the election of the director nominees were as follows:

                            Shares Voted in       Shares Withholding        Broker
                               Favor of               Authority            Non-Votes
    T. Kendall Hunt               26,067,722                  250,907       5,961,228
    Michael P. Cullinane          22,507,540                3,811,089       5,961,228
    John N. Fox, Jr.              20,758,529                5,560,100       5,961,228
    Jean K. Holley                22,510,559                3,808,070       5,961,228
    John R. Walter                21,002,250                5,316,379       5,961,228

Based on the votes set forth above, the director nominees were duly elected.

The proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 received the following votes:

             Shares Voted    Shares Voted                          Broker
                 For           Against          Abstensions       Non-Votes
             32,108,337            161,929             9,551               0

Based on the votes set forth above, the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 was duly ratified.