Mitcham Industries, Inc. (the "Company") held its 2012 Annual Meeting of Shareholders (the "Annual Meeting") on July 26, 2012 in Huntsville, Texas. At the Annual Meeting, shareholders were requested to (1) elect six individuals to serve on the Board of Directors until the next annual meeting of shareholders, each until their respective successors are duly elected and qualified;
(2) approve, on an advisory basis, Named Executive Officer compensation;
(3) vote, on an advisory basis, on the frequency of future advisory votes on Named Executive Officer compensation; and (4) ratify the selection by the Audit Committee of the Board of Directors of Hein & Associates LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2013. Each proposal was described in the Company's Notice of Annual Meeting and the Company's Definitive Proxy Statement on Schedule 14A, which were each filed with the Securities and Exchange Commission on May 30, 2012.

The following actions were taken by the Company's shareholders at the Annual Meeting with respect to each of the proposals:

1. Elect six individuals to serve on the Board of Directors until the next annual meeting of shareholders, each until their respective successors are duly elected and qualified. All nominees were re-elected as directors by the votes indicated:

       Nominee                  Voted For      Votes Withheld      Broker Non-Votes
       Billy F. Mitcham, Jr     5,669,996           3,128,551             2,568,825
       Peter H. Blum            4,450,184           4,348,363             2,568,825
       Robert P. Capps          4,984,616           3,813,931             2,568,825
       R. Dean Lewis            8,081,788             716,759             2,568,825
       John F. Schwalbe         8,082,053             716,494             2,568,825
       Robert J. Albers         8,169,903             628,644             2,568,825

2. Approve, on an advisory basis, Named Executive Officer compensation:

Voted For Voted Against Abstentions Broker Non-Votes 8,626,395 141,301 30,851 2,568,825

3. Vote, on an advisory basis, on the frequency of future advisory votes on Named Executive Officer compensation:

1 Year 2 Years 3 Years Abstentions 7,592,364 370,419 813,799 21,965

A majority of the votes cast by shareholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation once every year. In line with this recommendation by our shareholders, the Board has decided to include an advisory shareholder vote on executive compensation in its proxy materials once every year, until the next shareholder advisory vote on the frequency of the advisory vote on the compensation of the Company's named executive officers.

4. Ratify the selection by the Audit Committee of the Board of Directors of Hein & Associates LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2013:

                     Voted For     Voted Against      Abstentions
                     11,165,059          187,631           14,682


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