Item 5.07 Submission of matters to a Vote of Security Holders.
BofI Holding, Inc., (the "Registrant") parent of BofI Federal Bank (together, the "Company") held its annual meeting of shareholders on November 8, 2012. Proxy statements were sent to all of the Company's common stockholders of record as of September 10, 2012. Set forth below are the voting results for each of the matters submitted to a vote of the shareholders.
The first proposal was the election of the following three directors: Jerry F. Englert, Gregory Garrabrants, and Paul Grinberg. All three directors were elected with the following votes tabulated:

For Withheld Non-Votes Jerry F. Englert 5,575,362 2,034,025 2,676,785 Gregory Garrabrants 7,369,989 239,398 2,676,785 Paul Grinberg 7,258,330 351,057 2,676,785

The second proposal was an advisory vote to ratify the selection of Crowe Horwath LLP to audit the Company's financial statements for fiscal year 2013:

For Against Abstain Non-Votes
10,261,745 12,322 12,105 0

---