Cyberonics, Inc. (the "Company") held its annual meeting of stockholders ("Annual Meeting") at its offices in Houston, Texas on Wednesday, September 19, 2012. At the Annual Meeting, stockholders were asked to vote on five proposals:
(1) election of seven directors to serve for the following year and until their successors are duly elected; (2) approval of the Cyberonics, Inc. 2009 Stock Plan, as amended to increase the aggregate maximum number of shares that can be issued under the plan by 2,200,000 shares; (3) approval of the Fiscal 2013 Executive Bonus Program; (4) ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending April 26, 2013; and (5) an advisory vote on the compensation of the Company's named executive officers. The final results of the stockholder votes on the five proposals are as set forth below.

Proposal for the election of directors:

              Nominee             Votes For    Votes Withheld   Broker Non-Votes

     Guy C. Jackson               23,702,286      225,005          1,947,377
     Joseph E. Laptewicz, Jr.     23,654,254      272,767          1,947,377
     Daniel J. Moore              23,742,922      184,369          1,947,377
     Hugh M. Morrison             23,742,872      184,419          1,947,377
     Alfred J. Novak              23,702,636      224,655          1,947,377
     Arthur L. Rosenthal, Ph.D.   23,625,973      301,318          1,947,377
     Jon T. Tremmel               23,660,217      267,074          1,947,377

Proposal to approve the Cyberonics, Inc. 2009 Stock Plan, as amended to increase the aggregate maximum number of shares that can be issued under the plan by 2,200,000 shares:

18,139,928 5,780,176 7,187 1,947,377

Proposal to approve the Fiscal 2013 Executive Bonus Program:

22,152,595 1,748,427 26,269 1,947,377

Proposal to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending April 26, 2013:

25,131,416 687,689 55,563 0

Proposal for an advisory vote on compensation of the Company's named executive officers:

22,848,598 1,062,420 16,273 1,947,377