At the special meeting of stockholders (the "Special Meeting of Stockholders") of Walker & Dunlop, Inc. (the "Company") held on August 30, 2012, the Company's stockholders approved an amendment to the Company's 2010 Equity Incentive Plan (as amended, the "Amended Equity Incentive Plan"). The Amended Equity Incentive Plan increases the number of shares reserved for issuance under the existing plan by 3,370,000 shares and increases individual limits of categories of awards under, adds additional performance measures applicable to, extends the termination date of, and makes certain other related technical amendments to, the existing plan. At the Special Meeting of Stockholders, the Company's stockholders also re-approved material terms and conditions relating to performance-based compensation under the Amended Equity Incentive Plan. The description of the terms and conditions of the Amended Equity Incentive Plan, as set forth under the caption "Proposal 2: Plan Amendment Proposal: Amendment of the Company's 2010 Equity Incentive Plan and Re-Approval of Material Terms and Conditions Relating to Performance-Based Compensation" in the Registrant's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 26, 2012, is incorporated herein by reference.

The foregoing summary of the Amended Equity Incentive Plan is qualified by reference to the copy of the Amended Equity Incentive Plan filed as Exhibit 10.1 hereto and incorporated herein by reference.

On August 30, 2012, the Company held its Special Meeting of Stockholders to vote on the matters set forth below. There were 22,851,290 shares of common stock eligible to vote at the Special Meeting of Stockholders. There were 18,442,566 shares of common stock present in person or by proxy at the Special Meeting of Stockholders. The following are the final results of the votes on such matters:

1. To approve the issuance of shares of common stock of the Company in connection with the proposed acquisition of CWCapital LLC by the Company's indirect wholly owned operating subsidiary, Walker & Dunlop, LLC (the "Purchaser"), pursuant to a Purchase Agreement, dated as of June 7, 2012, among the Company, the Purchaser, CWCapital LLC and CW Financial Services LLC, for aggregate consideration, net of certain expenses and adjustments, of approximately $220 million, consisting of $80 million paid in cash from the Purchaser and $140 million paid through the issuance of approximately 11,647,255 shares of common stock (or approximately 34 percent, on a fully diluted basis) of the Company, subject to certain adjustments:

              Votes                   Broker
Votes For    Against   Abstentions   Non-votes
18,427,624   13,692        500          750

2. To approve amendments to the Company's 2010 Equity Incentive Plan (the "Equity Incentive Plan") that would increase the number of shares reserved and individual limits on categories of awards under, add additional performance measures applicable to, extend the termination date of, and make certain other related technical amendments to, the Equity Incentive Plan and to re-approve material terms and conditions relating to performance-based compensation under the Equity Incentive Plan:

               Votes                    Broker
Votes For     Against    Abstentions   Non-votes
17,029,288   1,401,978     10,550         750

3. To adjourn the Special Meeting for up to 20 days, solely to the extent necessary to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the issuance of shares of the Company's common stock under proposal 1.

              Votes                   Broker
Votes For    Against   Abstentions   Non-votes
18,035,112   397,454     10,000          -

(d) Exhibits.

Exhibit
Number                 Description
10.1      2010 Equity Incentive Plan, as amended