On June 13, 2012, Online Resources Corporation (the "Company") held its Annual Stockholders' Meeting, and the following matters were approved pursuant to a vote held at the meeting:

1. The election of John C. Dorman, Edward D. Horowitz and Bruce A. Jaffe to serve as a class of Directors of the Company for a three-year term of office or until their respective successors have been elected and qualified. The following chart shows the final results of the votes cast in connection with the election of directors (with each nominee being elected as a director):

      Director Name         Votes For        Votes Withheld       Broker Non-Votes
      John C. Dorman         20,076,548            2,880,182              7,256,941
      Edward D. Horowitz     20,705,452            2,251,278
      Bruce A. Jaffe         20,704,652            2,252,078

2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accountants for the year ending December 31, 2012. The following chart shows the final results of the votes cast in connection with this proposal:

Proposal Votes For Votes Against Abstentions Ratification of KPMG LLP 30,030,807 182,010 854

3. A vote on a non-binding advisory resolution on the Company's executive compensation. The following chart shows the final results of the votes cast in connection with this proposal:

Proposal Votes For Votes Against Abstentions Broker Non-Votes Say-On-Pay 22,543,600 404,331 8,799 7,256,941

4. The amendment to (i) Section 5.1 of the Company's Amended and Restated 2005 Restricted Stock and Option Plan (the "RSO Plan") to increase the maximum number of authorized shares reserved under and subject to the RSO Plan to 6,050,000 total shares; and (ii) Section 6.8 of the RSO Plan to clarify that shares withheld to pay taxes are included as issued shares for purposes of this numerical share limitation under the Plan. The following chart shows the final results of the votes cast in connection with this proposal:

Proposal Votes For Votes Against Abstentions Broker Non-Votes Amendment to RSO Plan 19,803,615 3,139,090 14,025 7,256,941