Summary of HEINZ H J CO - Yahoo! Finance

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

The Company's Annual Meeting of Shareholders was held on August 28, 2012 in Pittsburgh, Pennsylvania. The matters voted on and the results of the vote were as follows:

1. Our shareholders re-elected the following directors to each serve until the next Annual Meeting of Shareholders or until a successor is elected or qualified.

                                                    Number of Votes
                                                                                  Broker
                                 For            Against          Abstain        Non-Votes
  William R. Johnson          207,351,857        7,000,098       1,322,728       54,782,153

  Charles E. Bunch            206,478,923        8,116,362       1,079,398       54,782,153

  Leonard S. Coleman, Jr.     195,761,238       18,828,359       1,085,086       54,782,153

  John G. Drosdick            213,153,267        1,425,962       1,095,454       54,782,153

  Edith E. Holiday            192,289,469       22,308,067       1,077,147       54,782,153

  Candace Kendle              205,663,380        8,921,653       1,089,650       54,782,153

  Dean R. O'Hare              209,328,261        5,264,928       1,081,494       54,782,153

  Nelson Peltz                211,765,457        2,752,159       1,157,067       54,782,153

  Dennis H. Reilley           208,948,176        5,676,298       1,050,209       54,782,153

  Lynn C. Swann               212,615,831        1,888,738       1,170,114       54,782,153

  Thomas J. Usher             209,071,978        5,547,700       1,055,005       54,782,153

  Michael F. Weinstein        209,259,097        5,250,566       1,165,020       54,782,153

2. Our shareholders ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for Fiscal Year 2013.

Number of Votes

                                         Broker
      For        Against     Abstain    Non-Votes
  264,108,380   5,179,265   1,169,191           0

3. Our shareholders approved the H. J. Heinz Company Fiscal Year 2013 Stock Incentive Plan.

Number of Votes

                                           Broker
      For        Against      Abstain    Non-Votes
  200,243,963   13,477,668   1,952,508   54,782,697

4. Our shareholders re-approved the performance measures included in the H. J.
Heinz Company Third Amended and Restated Fiscal Year 2003 Stock Incentive Plan.

Number of Votes

                                          Broker
      For        Against     Abstain    Non-Votes
  204,558,385   8,973,469   2,141,765   54,783,217

5. Our shareholders approved, on an advisory basis, the Company's named executive officer compensation.

Number of Votes

                                           Broker
      For        Against      Abstain    Non-Votes
  165,878,752   45,030,958   4,759,463   54,787,663