Item 5.07 Submission of Matters to a Vote of Security Holders.

Authentidate Holding Corp. (the "company") held a Special Meeting of Stockholders on October 18, 2012 in Berkeley Heights, New Jersey. Only stockholders of record as of the close of business on September 12, 2012 were entitled to vote at the Special Meeting. As of the record date, there were 27,026,346 shares of common stock of the company issued and outstanding. At the Special Meeting, 16,248,020 shares of common stock of the company were represented, in person or by proxy, constituting a quorum. The sole matter voted on by the stockholders was the proposal for the conversion of the outstanding shares of Series C Convertible Redeemable Preferred Stock into shares of common stock. Holders of Series C Convertible Redeemable Preferred Stock were not entitled to vote shares of common stock issued to them in the private placement the company consummated on October 13, 2010 or any shares of common stock received upon exercise of the warrants issued to them in such transaction (to the extent that any warrants are exercised prior to the record date) on the proposal considered at the Special Meeting. The results of the voting on this matter are set forth below.

1. The stockholders did not approve the proposal for the conversion of the outstanding shares of Series C Convertible Redeemable Preferred Stock by the following votes:

For Against Abstain Broker Non-Votes 6,958,442 9,261,901 27,677 -

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