Summary of SED INTERNATIONAL HOLDINGS INC

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

On December 5, 2012, SED International Holdings, Inc. held its 2012 Annual Meeting of Shareholders. At that meeting, shareholders:

· Elected five directors ("Election of Directors");

· Approved an amendment to the Registrant's 2009 Incentive Compensation Plan ("Compensation Plan Amendment"); and

· Provided advisory approval of the appointment of independent auditors for fiscal year 2012 ("Appointment of Auditors").

The specific votes with respect to aforementioned were as follows:

1. Election of directors:

                                                VOTES
                                                       BROKER NON-
                 NAME                  FOR    WITHHELD    VOTES
                 Robert G. O'Malley 2,145,577  16,473   2,174,690
                 Arthur Goldberg    2,055,515 106,535   2,174,690
                 Stephen Greenspan  2,116,243  45,807   2,174,690
                 J. K. Hage III     2,072,463  89,587   2,174,690
                 Samuel Kidston     2,135,057  26,993   2,174,690

2. Compensation Plan Amendment:

VOTES BROKER NON- FOR AGAINST ABSTAIN VOTES 1,295,832 858,619 7,599 2,174,690

3. Appointment of Auditors:

VOTES FOR AGAINST ABSTAIN 4,309,220 19,920 7,600

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