On August 16, 2012, Rocky Mountain Chocolate Factory, Inc. (the "Registrant") held its Annual Meeting of Shareholders (the "Annual Meeting") at the DoubleTree Hotel, 501 Camino Del Rio, Durango, Colorado 81301. At the close of business on June 25, 2012, the record date for the Annual Meeting, there were a total of 6,022,741 shares of Common Stock, par value $0.03 per share (the "Common Stock"), of the Registrant outstanding and entitled to vote. At the Annual Meeting, 5,455,402 or 90.6% of the outstanding shares of Common Stock entitled to vote were represented by proxy or in person and, therefore, a quorum was present.

The votes on the Election of Directors and to ratify Ehrhardt Keefe Steiner & Hottman PC as the Registrant's Independent Registered Public Accounting Firm that were presented for stockholder vote at the Annual Meeting are as follows:

Proposal 1 - Election of Directors

                     Votes For   Votes Withheld   Broker Non-Votes

Franklin E. Crail    3,429,906           25,456          2,000,040

Lee N. Mortenson     3,407,971           47,391          2,000,040

Bryan J. Merryman    3,420,198           35,164          2,000,040

Gerald A. Kien       3,424,317           31,045          2,000,040

Clyde Wm. Engle      2,002,313        1,453,049          2,000,040

Scott G. Capdevielle 3,434,447 20,915 2,000,040

Proposal 2 - Ratification of Appointment of Ehrhardt Keefe Steiner & Hottman PC as the Independent Registered Public Accounting Firm of the Registrant for the fiscal year ending February 28, 2013.

Broker Non- Votes For Votes Against Abstentions Votes

5,436,381 13,181 5,840 0