The Annual Meeting of Stockholders (the "Annual Meeting") for Immunomedics, Inc. (the "Company") was held at the Company's headquarters, 300 The American Road, Morris Plains, New Jersey, on Wednesday, December 5, 2012. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

• the election of seven (7) directors to serve until the 2013 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;

• the advisory (non-binding) vote on executive compensation;

• the approval of the Company's amended and restated Certificate of Incorporation, which is being amended and restated to increase the maximum number of authorized shares of the Company's stock from 120,000,000 shares to 145,000,000 shares; and

• the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending June 30, 2013.

At the close of business on October 10, 2012, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 75,692,548 shares of the Company's common stock, outstanding and entitled to vote at the Annual Meeting. The holders of 67,362,598 shares of the Company's common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

The votes with respect to the election of the director nominees were as follows:

Name                 For            Against         Abstain     Broker Non-Votes
David M.      31,972,533 Shares 4,826,273 Shares 189,025 Shares 30,374,767 Shares
Goldenberg
Cynthia L.    32,634,949 Shares 4,152,402 Shares 200,480 Shares 30,374,767 Shares
Sullivan
Morton        32,391,117 Shares 4,519,095 Shares 77,619 Shares  30,374,767 Shares
Coleman
Marcella      32,891,943 Shares 4,017,870 Shares 78,018 Shares  30,374,767 Shares
LoCastro
Brian A.      32,946,059 Shares 3,963,303 Shares 78,469 Shares  30,374,767 Shares
Markison
Mary E.       32,934,449 Shares 3,975,263 Shares 78,119 Shares  30,374,767 Shares
Paetzold
Don C. Stark  33,129,768 Shares 3,781,346 Shares 76,717 Shares  30,374,767 Shares

The non-binding advisory votes with respect to executive compensation were as follows:

For Against Abstain Broker Non-Votes 32,379,440 Shares 4,511,453 Shares 96,938 Shares 30,374,767 Shares

The votes with respect to the approval of the Company's amended and restated Certificate of Incorporation were as follows:

For Against Abstain Broker Non-Votes 57,821,939 Shares 7,057,851 Shares 2,482,808 Shares 0 Shares

With respect to the ratification of the Company's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending June 30, 2013, the votes were as follows:

For Against Abstain Broker Non-Votes 60,360,539 Shares 4,685,872 Shares 2,316,187 Shares 0 Shares

The foregoing votes reflect that all of the director nominees were elected, the executive compensation was approved by non-binding advisory votes, the Company's amended and restated Certificate of Incorporation was approved, and Ernst & Young LLP was ratified as the Company's independent registered public accounting firm for the year ending June 30, 2013.

(d) Exhibits.

Exhibit No. Description

3.1 Amended and Restated Certificate of Incorporation, dated December 5, 2012.