Summary of BOB EVANS FARMS INC

Change in Directors or Principal Officers, Submission of Matters to a Vote of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting, our stockholders voted to re-elect directors Larry C. Corbin, Steven A. Davis, Cheryl L. Krueger, G. Robert Lucas, Eileen A. Mallesch and Paul S. Williams and elected Mary Kay Haben. Each of these directors will serve a term that expires at our 2013 Annual Meeting of Stockholders. Ms. Haben was appointed by the Board of Directors to serve on the Audit and Finance Committees.

The Compensation Committee approved an increase in the cash retainer fee for the Audit and Compensation Committee chairs, to $12,500 and $10,000, respectively. The increases were based upon the Committee's review of amounts paid for like positions at our Peer Group, and the general rate paid to these positions.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Bob Evans Farms, Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting") on August 22, 2012 in Columbus, Ohio. At the Annual Meeting, 23,575,619 shares of the Company's common stock, par value $.01 per share, were represented in person or by proxy, which constituted a quorum based on a total outstanding of 28,065,068 shares.

At the Annual Meeting, our stockholders voted on three proposals. The proposals are described in detail in the Company's definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to our stockholders on July 13, 2012.

Directors whose terms of office continued after the Annual Meeting are Messrs. Gasser, Gee, and Ingram, and their terms expire at our 2013 Annual Meeting of Stockholders.

Our stockholders took the following actions on the other two proposals at the Annual Meeting:

Х Proposal 2 to approve the advisory resolution on executive compensation was approved by our stockholders.

Х Under Proposal 3, the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending April 26, 2013 was ratified.

The final vote tallies for each proposal are set forth below:

Proposal 1. To elect seven directors for terms expiring at our 2013 Annual Meeting of Stockholders:

         Nominee         Votes For    Votes Against   Abstentions   Broker Non-votes
     Larry C. Corbin     21,232,889      91,774         76,829         2,174,127
     Steven A. Davis     20,931,709      394,389        75,394         2,174,127
      Mary Kay Haben     21,261,569      62,127         77,796         2,174,127
    Cheryl L. Krueger    17,666,428     3,662,879       72,185         2,174,127
     G. Robert Lucas     21,182,759      144,447        74,286         2,174,127
    Eileen A. Mallesch   21,256,084      69,989         75,419         2,174,127
     Paul S. Williams    21,090,976      233,972        76,544         2,174,127

Proposal 2. To approve the advisory resolution on executive compensation:

Votes For Votes Against Abstentions Broker Non-votes 20,875,999 386,153 139,340 2,174,127

Proposal 3. To ratify the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending April 26, 2013:

Votes For Votes Against Abstentions 23,279,794 203,245 92,580