The Annual Meeting of Shareholders of Flexsteel Industries, Inc. was held on December 10, 2012. The proposal was as follows:

1. To elect four (4) Class II Directors to serve until the year 2015 Annual Meeting and until their respective successors have been elected and qualified or until their earlier resignation, removal or termination.

The result of the voting on the foregoing proposal was as follows:

Proposal                      For      Withheld   Broker Non-Votes
I. Election of Directors
   Nominee
   James R. Richardson     5,181,887     91,522                  0
   Patrick M. Crahan       5,181,269     92,140                  0
   Robert E. Deignan       5,262,881     10,528                  0
   Mary C. Bottie          5,146,853    126,556                  0