Summary of S&W SEED CO - Yahoo! Finance

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2012 annual meeting of the stockholders of the Company was held on December 8, 2012 at The Silver Legacy Hotel in Reno, Nevada. Of the 7,873,000 shares of our common stock entitled to vote at the meeting, 5,931,051 shares were represented at the meeting in person or by proxy, constituting a quorum. The voting results are presented below.

Proposal No. 1 - Election of Directors

Our stockholders elected seven directors to serve for the ensuing year and until
their successors are elected and qualified, or until their earlier death,
resignation or removal. Each of the directors received more than a majority of
the votes cast, although the Company elects its directors on a plurality vote
basis. The votes regarding the election of directors were as follows:

                                   Authority
      Nominee             For      Withheld

Glen D. Bornt          4,351,432       2,883
Michael C. Culhane     3,834,153     520,162
Michael M. Fleming     4,353,115       1,200
Mark S. Grewal         4,351,832       2,483
Michael N. Nordstrom   4,353,115       1,200
Charles B. Seidler     4,353,115       1,200
Grover T. Wickersham   4,351,032       3,293

Proposal No. 2 - Approval to Amend and Restate the S&W Seed Company 2009 Equity Incentive Plan

Proposal No. 2, to approve the amendment and restatement of the S&W Seed Company 2009 Equity Incentive Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,250,000 shares, was approved with approximately 99% of the votes present or represented and voting at the Annual Meeting and approximately 1% of the outstanding shares voting against the proposal. The results were as follows:

For Against Abstained

4,301,276 41,189 11,850

Proposal No. 3 - Ratification of the Appointment of M&K CPAS, PLLC

Proposal No. 3, to ratify the appointment of M&K CPAS, PLLC, was approved with approximately 99.5% of the shares present or represented and voting at the Annual Meeting voting for the proposal and less than one percent of the shares voting against the proposal. The results were as follows:

For Against Abstained
5,892,377 27,597 11,077