Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On June 15, 2012, Cedar Realty Trust, Inc. held an annual meeting of stockholders.

(b) At the meeting, stockholders voted on the election of directors, the approval of the 2012 Stock Incentive Plan, approval (non-binding) of executive compensation and approval of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2012. A total of 65,673,890 shares of the Company's common stock outstanding and entitled to vote were present at the meeting, in person or by proxy, representing approximately 95% of the outstanding stock entitled to vote at such meeting. All nominees were elected, the 2012 Stock Incentive Plan was approved, executive compensation (non-binding) was not approved and the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved. The results of the meeting were as follows:

Withheld/ Broker For Against Abstain Non-Votes

1. Directors

James J. Burns 50,384,928.61 11,315,632.40 298,070.52 3,675,258.60 Raghunath Davloor 53,434,079.61 8,266,773.40 297,779.52 3,675,257.60 Pamela N. Hootkin 47,232,978.61 14,467,573.40 298,079.52 3,675,258.60 Paul G. Kirk, Jr. 50,549,954.61 11,153,606.40 295,070.52 3,675,258.60 Everett B. 47,229,701.61 14,470,651.40 298,279.52 3,675,257.60 Miller, III
Bruce J. Schanzer 54,481,090.61 7,216,095.67 301,446.25 3,675,257.60 Roger M. Widmann 47,229,754.61 14,470,174.40 298,703.52 3,675,257.60

Withheld/ Broker For Against Abstain Non-Votes

2. Approval of the 2012 Stock Incentive Plan 37,088,515.47 18,811,050.40 6,099,066.67 3,675,257.60

Withheld/ Broker For Against Abstain Non-Votes

3. Approval (non-binding) of executive compensation 21,391,988.29 34,434,128.24 6,172,517.00 3,675,256.60

Withheld/ Broker For Against Abstain Non-Votes

4. Appointment of Ernst & Young LLP as independent registered public accounting firm 58,105,233.21 728,403.00 6,840,253.92 0.00