On July 26, 2012, Exact Sciences Corporation (the "Company") held its 2012 Annual Meeting of Stockholders. The certified results of the matters voted upon at the meeting, which are more fully described in the Company's Proxy Statement for the 2012 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission on April 30, 2012, are as follows:

The Company's stockholders elected the two nominees to the Company's Board of Directors to serve for three year terms as Class III directors, with the votes cast as follows:

Director Name           For        Withheld    Broker Non-Votes
Sally W. Crawford    15,731,092   12,192,114         21,145,230
Daniel J. Levangie   17,385,344   10,537,862         21,145,230

The Company's stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers, with votes cast as follows:

For Against Abstain Broker Non-Votes 25,357,650 2,517,855 47,671 21,145,260

The Company's stockholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2012, with votes cast as follows:

For Against Abstain
48,810,741 155,033 102,632