On December 11, 2012, Ascena Retail Group, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the following items were voted upon: (1) the election of two directors to serve on the board of directors for three-year terms and until their successors are duly elected and qualified; (2) a proposal to consider the approval, by non-binding vote, of the compensation paid to the Company's named executive officers during fiscal 2012, known as the "say-on-pay" proposal; (3) to approve the amendment and restatement of the Company's 2010 Stock Incentive Plan, as amended; and (4) the ratification of the appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending July 27, 2013. The voting results at the Annual Meeting, with respect to each of the matters described above, were as follows:

1. The two directors were elected based upon the following votes:

                      For       Withheld    Broker Non-Votes
John Usdan        139,433,054   4,806,563      6,318,886
Randy L. Pearce   140,530,222   3,709,395      6,318,886

2. The compensation paid to the Company's named executive officers during fiscal 2012, known as the "say-on-pay" proposal, was approved, by non-binding vote, based upon the following votes:

For Against Abstain Broker Non-Votes 139,360,895 4,769,711 109,011 6,318,886

3. The amendment and restatement of the Company's 2010 Stock Incentive Plan, as amended, was approved based on the following votes:

For Against Abstain Broker Non-Votes 107,072,091 37,053,090 114,436 6,318,886

4. The appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending July 27, 2013 was ratified based upon the following votes:

For Against Abstain
148,182,777 2,334,190 41,536