On October 10, 2012, the Company held its 2012 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, 37,541,816 shares of common stock, par value $1.00 per share, or approximately 93.92% of the 39,940,227 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy. Set forth below are the matters acted upon by the Company's stockholders at the Annual Meeting, as described in the Company's proxy statement filed on August 31, 2012, and the final voting results on each such matter.

Proposal 1: Election of Directors.

The stockholders elected each of the Company's three Class I director nominees for a three-year term expiring at the 2015 annual meeting, as reflected in the following voting results:

           Name of Nominee          For       Withheld    Broker Non-Votes
           Anthony K. Anderson   32,947,429    526,037       4,041,350
           Michael R. Boyce      30,551,153   2,922,313      4,041,350
           David P. Storch       30,363,931   3,109,535      4,041,350

The continuing directors of the Company are Norman R. Bobins, Ronald R. Fogleman, James E. Goodwin, Patrick J. Kelly, Peter Pace, Timothy J. Romenesko, Marc J. Walfish and Ronald B. Woodard.

The Board of Directors appointed Mr. Anderson to the Audit Committee and the Compensation Committee, effective immediately, at its meeting following the Annual Meeting.

Proposal 2: Advisory Vote on Executive Compensation.

The stockholders approved the advisory vote on executive compensation for the fiscal year ended May 31, 2012, as reflected in the following voting results:

For Against Abstain Broker Non-Votes 25,857,227 7,435,279 180,960 4,041,350

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2013, as reflected in the following voting results:

For Against Abstain
35,274,896 2,198,053 41,867