On August 27, 2012, at the 2012 Annual Meeting of Stockholders (the "Annual Meeting") of Procera Networks, Inc. (the "Company"), the Company's stockholders approved amendments to the Company's 2007 Equity Incentive Plan (the "Plan") to:
(a) increase the number of shares of common stock that may be issued under the Plan by 800,000 shares, and (b) eliminate the Company's Board of Directors' ability to take action related to the Plan that would be treated as a repricing under generally accepted accounting principles without the approval of the Company's stockholders.

The amendments to the Plan had been previously approved, subject to stockholder approval, by the Board of Directors of the Company. The amendment to the Plan became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on July 12, 2012. That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The Company held the Annual Meeting on August 27, 2012 at the Company's offices located at 4121 Clipper Court, Fremont, California 94538. At the Annual Meeting, the Company's stockholders were asked to vote upon:

1. The election of eight directors to serve until the 2013 annual meeting of stockholders. The nominees for election were James F. Brear, Staffan Hillberg, B.G. Kumar, Alan B. Lefkof, Mary Losty, Scott McClendon, Thomas Saponas and William Slavin;

2. Amendments to the Plan to: (a) increase the number of shares of common stock that may be issued under the Plan by 800,000 shares, and
(b) eliminate the Company's Board of Directors' ability to take action related to the Plan that would be treated as a repricing under generally accepted accounting principles without the approval of the Company's stockholders;

3. An advisory vote to approve the compensation of the Company's named executive officers; and

4. The ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 17,624,965 shares of the 19,347,101 shares of the Company's common stock entitled to vote, were as follows:

1 The election of each of Messrs. Brear, Hillberg, Kumar, Lefkof, McClendon, Saponas and Slavin and Ms. Losty as directors of the Company until the 2013 annual meeting of stockholders, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal, was approved as follows:

                                   FOR          WITHHELD      BROKER NON-VOTE
            James F. Brear       12,957,032        91,682        4,576,251
            Staffan Hillberg     12,869,992       178,722        4,576,251
            B.G Kumar            12,892,333       156,381        4,576,251
            Alan B. Lefkof       13,010,862        37,852        4,576,251
            Mary Losty           13,011,962        36,752        4,576,251
            Scott McClendon      12,896,493       152,221        4,576,251
            Thomas Saponas       12,896,723       151,991        4,576,251
            William Slavin       12,909,671       139,043        4,576,251

3 The advisory vote to approve the compensation of the Company's named executive officers was approved as follows:

4 The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified as follows:

(d) Exhibits.

10.1 Procera Networks, Inc. 2007 Equity Incentive Plan, as amended.