The following matters were submitted to a vote of the Company's stockholders at the Annual Meeting of Stockholders of the Company held on July 9, 2012 (the "Annual Meeting").

1. Election of directors.

Each of the six nominees for director was elected, and the voting results are set forth below:

                                Number of Shares
                         For     Withheld  Broker Non-Votes
Patrick D. Bienvenue 6,173,269    10,791         1,514,915
Paul J. Borden       6,142,344    41,716         1,514,915
Timothy M. Considine 6,176,369     7,691         1,514,915
Ian M. Cumming       6,135,527    48,533         1,514,915
Michael A. Lobatz    6,179,575     4,485         1,514,915
Joseph S. Steinberg  6,139,382    44,678         1,514,915

2. Advisory vote to approve named executive officer compensation.

The compensation of the Company's named executive officers as disclosed in the Proxy Statement was approved, and the voting results are set forth below:

  For                6,006,822
  Against              124,577
  Abstentions           52,661
  Broker Non-Votes   1,514,915

3. Ratification of PricewaterhouseCoopers LLP, as independent auditors for the year ended December 31, 2012.

The ratification of PricewaterhouseCoopers LLP was approved, and the voting results are set forth below:

  For           7,580,203
  Against         116,082
  Abstentions       2,690

The information set forth in the Report of the Chairman of HomeFed Corporation delivered at the Annual Meeting, attached hereto as Exhibit 99.1, is incorporated herein by reference.

(d) Exhibits.

99.1 Report of the Chairman of HomeFed Corporation delivered at the Annual Meeting.