The 2012 Annual Meeting of Shareholders (the "Annual Meeting") of Pacific Sunwear of California, Inc. (the "Company") was held on June 15, 2012. A total of 77,089,317 shares of the Company's common stock were present or represented by proxy at the Annual Meeting, representing approximately 93% of the Company's shares entitled to vote at the Annual Meeting as of April 27, 2012, the record date for the Annual Meeting. Of such shares, 63,615,780 shares were issued and outstanding shares of common stock, and 13,473,537 shares were underlying the Series B Convertible Preferred Stock (the "Series B Preferred") and were voted by the holders of the Series B Preferred on an as-converted basis. The following matters were acted upon:

1. Election of Directors (Proposal 1)

At the Annual Meeting, George R. Mrkonic and Michael Goldstein were elected by all shareholders as Class III Directors of the Company for a three-year term ending in 2015; Panayotis Constantinou was elected by all shareholders as a Class II director of the Company for a one-year term ending in 2013; Joshua Olshansky was elected by the holders of the Series B Preferred as a Class I director for a two-year term ending in 2014; and T. Neale Attenborough was elected by the holders of the Series B Preferred as a Class III director for a three-year term ending in 2015.

Voting results from the Annual Meeting for the election of Directors are set forth below:

                                              DIRECTOR     VOTES        VOTES       VOTES      BROKER
DIRECTORS ELECTED BY ALL SHAREHOLDERS          CLASS        FOR        AGAINST    ABSTAINED   NON-VOTES
George Mrkonic                                  III      65,858,281   1,158,545    203,454    9,869,037
Michael Goldstein                               III      66,530,012    480,648     209,620    9,869,037
Panayotis Constantinou                           II      66,544,439    475,426     200,415    9,869,037

                                              DIRECTOR     VOTES        VOTES       VOTES      BROKER
DIRECTORS ELECTED BY THE SERIES B PREFERRED    CLASS        FOR        AGAINST    ABSTAINED   NON-VOTES
T. Neale Attenborough                           III      13,473,537       0           0           0
Joshua Olshansky                                 I       13,473,537       0           0           0

2. Appointment of Independent Registered Public Accounting Firm (Proposal 2)

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 3, 2013.

Voting results from the Annual Meeting for Proposal 2 are set forth below:

                                  VOTES       VOTES      VOTES      BROKER
           PROPOSAL 2              FOR       AGAINST   ABSTAINED   NON-VOTES
           Total shares voted   76,672,544   385,700    31,073         0

3. Shareholder Protection Rights Plan (Proposal 3)

The shareholders did not ratify the Shareholder Protection Rights Plan. Proposal 3 was an advisory (non-binding) vote by the shareholders.

                                 VOTES        VOTES        VOTES      BROKER
          PROPOSAL 3              FOR        AGAINST     ABSTAINED   NON-VOTES
          Total shares voted   32,560,359   34,625,762    34,159     9,869,037