The Annual Meeting of Shareholders of Pizza Inn Holdings, Inc. (the "Company") was held on November 15, 2012. Of the 8,020,919 shares of common stock of the Company entitled to vote at the meeting, 6,601,480 shares were represented at the Annual Meeting in person or by proxy.

At the Annual Meeting, the following individuals were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:

                                  Votes Against Abstentions and
Director                Votes For  Or Withheld  Broker Non-Votes
Mark E. Schwarz         3,881,700    92,671        2,627,109
Clinton J. Coleman      3,936,458    37,913        2,627,109
William C. Hammett, Jr. 3,935,843    38,528        2,627,109
Steven M. Johnson       3,911,658    62,713        2,627,109
Robert B. Page          3,928,366    46,005        2,627,109
Ramon D. Phillips       3,924,370    50,001        2,627,109
James K. Zielke         3,936,832    37,539        2,627,109

At the annual meeting, the shareholders also ratified the selection of Montgomery, Coscia and Greilich LLP as the independent auditors of the Company for fiscal 2012 as follows:

No other matter was voted upon at the Annual Meeting.