Summary of VIRCO MFG CORPORATION

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective as of June 19, 2012, the Board of Directors (the "Board") of Virco Mfg. Corporation (the "Company") adopted an amendment to Article II,
Section 2.01 of the Company's Amended and Restated Bylaws, as amended, to decrease the number of directors from ten (10) to nine (9). A copy of the amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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

The 2012 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on June 19, 2012. There were 14,377,393 shares of common stock entitled to be voted, and 12,031,737 shares present in person or by proxy, at the Annual Meeting. Two items of business were acted upon by the Company's stockholders at the Annual Meeting.

1. Election of Directors.

Stockholders elected all three of the Company's nominees for director for terms expiring on the date of the 2015 Annual Meeting of Stockholders with the number of votes cast for and withheld and broker non-votes with respect to each of these individuals set forth below:

                                                         Votes             Broker
           Name                      Votes For          Withheld         Non-Votes
           Robert A. Virtue            10,654,345          127,739          1,249,653
           Robert K. Montgomery         9,967,270          814,814          1,249,653
           William L. Beer             10,634,544          147,540          1,249,653

The Company's other directors: (i) Douglas A. Virtue, Thomas J. Schulte, and Albert J. Moyer Patrick continue to serve as directors for terms expiring at the Company's 2013 Annual Meeting of Stockholders; and (ii) Donald S. Friesz, Glen D. Parish, and James R. Wilburn continue to serve as directors for terms expiring at the Company's 2014 Annual Meeting of Stockholders.

2. Ratification of the Appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2012.

Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2012 with the number of votes cast for and against, abstentions, and broker non-votes set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 11,988,979 40,982 1,776 -