At the annual meeting of stockholders of Breeze-Eastern Corporation (the "Company," "we" or "us") held on September 14, 2012, the holders of our outstanding stock took the actions described below. As of the record date for the annual meeting, 9,494,494 shares of common stock were issued and outstanding, each entitled to one vote per share.

The stockholders elected the following directors to serve on our board of directors until the 2012 annual meeting of stockholders and until their successors have been duly elected and qualified:

              Directors        Votes For   Votes Withheld   Broker Non-Votes
         Robert J. Kelly       8,138,178      229,171           818,668
         Nelson Obus           8,315,178       52,171           818,668
         William J. Recker     8,162,250      205,099           818,668
         Russell M. Sarachek   7,561,659      805,690           818,668
         William M. Shockley   8,138,208      229,141           818,668
         Frederick Wasserman   8,130,454      236,895           818,668
         Brad Pedersen         8,338,494       28,855           818,668

Additionally, the stockholders also approved the ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013. The result of the voting was 9,169,473 for, 10,338 against, and 6,206 abstained.