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

On September 10, 2012, Annie's, Inc. (the "Company") held its 2012 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the following proposals were submitted to a vote of the stockholders of the Company:
(i) the election of two directors to hold office for a three-year term and until his or her successor, as applicable, is duly elected and qualified ("Proposal No. 1"); (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2013 ("Proposal No. 2"); (iii) the approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers disclosed in the Definitive Proxy Statement filed with the Securities and Exchange Commission on July 27, 2012 (the "Proxy Statement"), a so-called "Say-on-Pay" proposal ("Proposal No. 3"); and (iv) a non-binding, advisory vote on the frequency of holding a "Say-On-Pay" vote, a so-called "Say-When-on-Pay" proposal, every one, two or three years ("Proposal No. 4"). A quorum was present at the Annual Meeting, consisting of a total of 16,431,871 shares of voting stock of the Company, representing 96.32% of the Company's issued and outstanding voting securities which were represented in person or by proxy. The final results of the voting on such proposals are set forth below:

Proposal No. 1

Each of David A. Behnke and Julie D. Klapstein were elected to serve as directors until the 2015 annual meeting of stockholders and until his or her successor, as applicable, is duly elected and qualified. The results of Proposal No. 1 are as follows:

Director Nominee For Withheld Broker Non-Votes Percentage "For"1 David A. Behnke 14,713,797 23,029 1,695,045 99.84% Julie D. Klapstein 14,713,647 23,179 1,695,045 99.84%

Proposal No. 2

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2013. The results of Proposal No. 2 are as follows:

For Against Abstain Broker Non-Votes Percentage "For"1 16,407,454 17,380 7,037 - 99.85%

Proposal No. 3

The stockholders ratified the compensation of the Company's "named executive officers" as set forth in the Proxy Statement. The results of Proposal No. 3 are as follows:

For Against Abstain Broker Non-Votes Percentage "For"1 14,696,482 29,810 10,534 1,695,045 99.73%

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Proposal No. 4

The stockholders approved holding a "Say-On-Pay" vote on the Company's executive compensation every year. The results of Proposal No. 4 are as follows:

One Year Two Years Three Years Abstain Broker Non-Votes Percentage "One Year"1 14,267,166 20,186 438,338 11,136 1,695,045 96.81%

1 Represents the percentage of votes cast "For" or for "One Year," as applicable, out of all votes cast on the proposal.

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