The 2012 Annual Meeting of Stockholders (the "Annual Meeting") of AcelRx Pharmaceuticals, Inc. (the "Company") was held on July 24, 2012. Proxies for the Annual Meeting were solicited by the Board of Directors of the Company (the "Board") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's solicitation. There were 22,625,000 shares of common stock entitled to vote at the Annual Meeting. A total of 18,694,714 shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the Annual Meeting were as follows:

Proposal No. 1

Guy P. Nohra, Thomas A. Schreck and Mark G. Edwards were elected as directors to
hold office until the 2015 Annual Meeting of Stockholders by the following vote:



             Nominee                For       Withheld   Broker Non-Votes
             Guy P. Nohra        16,889,002     200         1,805,512
             Thomas A. Schreck   16,888,608     594         1,805,512
             Mark G. Edwards     16,889,202      0          1,805,512

In addition to the directors elected above, Stephen J. Hoffman, Ph.D., M.D., Richard A. King and Pamela P. Palmer, M.D., Ph.D. will continue to serve as directors until the 2013 Annual Meeting of Stockholders and until their successors are elected and have qualified, or until their earlier death, resignation or removal. Howard B. Rosen and Mark Wan will continue to serve as directors until the 2014 Annual Meeting of Stockholders and until their successors are elected and have qualified, or until their earlier death, resignation or removal.

Proposal No. 2

The selection by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2012 was ratified by the following vote:

For Against Abstain 18,559,957 134,757 0