On August 22, 2012, Giga-tronics Incorporated (the "Company") held its annual meeting of shareholders. There were issued and outstanding on July 17, 2012, the record date, 5,029,747 shares of Common Stock eligible to vote.

There were present at said meeting in person or by proxy, shareholders of the Corporation who were the holders of 4,445,309 (88.38%) shares of Common Stock entitled to vote thereat constituting a quorum.

All proposals passed, with the votes listed below.

1. Elect seven directors to the Company's Board of Directors for the ensuing year:

                  Election of Directors Votes For Votes Withheld
                  Gordon L. Almquist    1,502,221    318,947
                  James A. Cole         1,474,788    346,380
                  Garrett A. Garrettson 1,463,852    357,316
                  Kenneth A. Harvey     1,487,119    334,049
                  Lutz P Henckels       1,127,740    693,428
                  John C. Regazzi       1,500,555    320,613
                  William J. Thompson   1,472,297    348,871

The foregoing proposal passed; all nominees have been elected as Directors for the ensuing year.

2. Approve an amendment to the 2005 Equity Incentive Plan (the "Plan") increasing the number of shares of common stock available for grant by 350,000 shares.

Votes For Against Abstain 1,123,664 694,127 3,377

The foregoing proposal has been approved.

3. Ratify the appointment of Crowe Horwath, LLP as independent certified public accountants for the fiscal year ending March 30, 2013:

Votes For Against Abstain 4,260,881 124,895 59,533

The foregoing proposal has been approved.

4. In fiscal year 2012 Giga-tronics issued 9,997 shares of Series B convertible preferred stock at no par value to Alara Capital AVI II, LLC. These shares have voting rights at an equivalent of 999,700 shares of common stock. Alara voted the shares in favor of electing all seven nominees to the Board of Directors. In addition Alara voted to approve the proposal to amend the 2005 Equity Incentive Plan; and, to ratify the appointment of Crowe Horwath, LLP as independent certified public accountants for the fiscal year ending March 30, 2013.

No other matters were presented for approval.