On October 9, 2012, the Compensation Committee of the Board of Directors of Richardson Electronics, Ltd. voted to increase the base salary of Edward J. Richardson, Chairman of the Board, CEO and President. The Committee reviewed competitive total compensation for CEO's of companies with similar market capitalizations and from similar industries.

Because Mr. Richardson currently has such a significant equity position owning 18.8% of total shares outstanding, the Committee elected not to use equity grants as a component of his total compensation. Therefore, they increased Mr. Richardson's base salary from $573,169 to $673,169 effective October 15, 2012. This increase reflects Mr. Richardson's contributions to the growth and success of the Company as well as recognition of the demanding nature of evaluating global acquisition opportunities.

On October 9, 2012, the Board of Directors of Richardson Electronics, Ltd ("the Company") voted to amend the Company's by-laws.

Article III - Directors, Section 1 is amended by deleting such section in its entirety and replacing it with the following:

The number of directors shall be fixed by resolution of the Board of Directors and may be subsequently changed by resolution of the Board of Directors adopted from time to time, but in no event shall the number of directors so fixed be less than five (5) or more than eight (8). The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify.

We held our annual meeting of stockholders on October 9, 2012. As of August 22, 2012, the record date for the annual meeting, 12,650,335 shares of Class A common stock, each entitled one vote per share, and 2,889,961 shares of Class B common stock, each entitled to 10 votes per share, were issued and outstanding. Accordingly, as of August 22, 2012, the combined voting power of our shares of common stock entitled to vote at the meeting was 41,549,945 votes. The following proposals, which are described in detail in our Proxy Statement filed with the Securities and Exchange Commission on August 30, 2012, were voted upon and approved at the annual meeting:

1. A proposal to elect six directors nominated by our Board of Directors to serve on our Board of Directors until the next annual meeting or until their successors are elected and shall have qualified, was approved with the following vote:

    Nominee                    For           Abstain/ Withhold      Broker Non-Votes
    Edward J. Richardson     38,787,377                 385,496               953,741
    Scott Hodes              37,235,083               1,937,790               953,741
    Ad Ketelaars             38,807,412                 365,461               953,741
    Paul J. Plante           38,821,461                 351,412               953,741
    Harold L. Purkey         37,306,472               1,866,401               953,741
    Samuel Rubinovitz        38,709,018                 463,855               953,741

2. A proposal to ratify the selection of Ernst & Young, LLP as our independent registered public accounting firm for fiscal year 2013 was approved with 39,748,341 votes "FOR", 369,901 votes "AGAINST" and 8,372 votes "ABSTAIN/WITHHOLD".

4. A proposal to approve, on an advisory basis, the compensation of our Named Executive Officers was approved with 39,000,675 votes "FOR", 169,252 votes "AGAINST" and 2,946 votes "ABSTAIN/WITHHOLD" and 953,741 broker non-votes".

(d) Exhibits

3.2 Amended and Restated By-Laws of Richardson Electronics, Ltd., dated as of October 9, 2012