(a) The annual meeting of stockholders (the "Annual Meeting") of Gramercy Capital Corp. (the "Company") was held on December 13, 2012, at which 42,415,043 shares of the Company's common stock were represented in person or by proxy representing approximately 77.64% of the issued and outstanding shares of the Company's common stock entitled to vote. At the Annual Meeting, the Company's stockholders (i) elected the six directors named below to serve until the Company's 2013 Annual Meeting of Stockholders and until their successors are duly elected and qualify; (ii) ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012; and (iii) approved, by an affirmative vote of 78.33%, on a non-binding advisory basis, the compensation of the Company's named executive officers. The proposals are described in detail in the Company's 2012 Proxy Statement relating to the Annual Meeting.

The final results for the votes regarding each proposal are set forth below.

(i) The voting results with respect to the election of each director were as follows:

Name                 Votes For   Votes Withheld   Broker Non-Votes
Allan J. Baum       16,525,860        3,215,302         22,673,881
Gordon F. DuGan     18,582,015        1,159,147         22,673,881
Gregory F. Hughes   18,583,236        1,157,926         22,673,881
Marc Holliday       17,557,963        2,183,199         22,673,881
Jeffrey E. Kelter   16,519,092        3,222,070         22,673,881
Charles S. Laven    16,517,735        3,223,427         22,673,881

(ii) The voting results with respect to the ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 were as follows:

Votes For Votes Against Abstain Broker Non-Votes 41,048,114 216,579 1,150,350 0

(iii) The voting results with respect to the approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers were as follows:

Votes For Votes Against Abstain Broker Non-Votes 15,463,623 4,108,216 169,323 22,673,881

(b) A special meeting (the "Special Meeting") of holders of the Company's 8.125% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") was held on December 13, 2012, at which 2,302,857 shares of Series A Preferred Stock were represented in person or by proxy representing approximately 65.31% of the issued and outstanding shares of Series A Preferred Stock entitled to vote. At the Special Meeting, the holders of the Series A Preferred Stock elected the director named below to serve on the Company's Board of Directors until the 2013 annual meeting of stockholders, special meeting held in lieu thereof or his successor is elected and qualified; provided, however, that the term of such director will automatically terminate if and when all arrears in dividends on the Series A Preferred Stock then outstanding are paid and full dividends thereon for the then current quarterly dividend period have been paid or declared and set apart for payment. The proposal is described in detail in the Company's 2012 Proxy Statement relating to the Special Meeting.

The final results for the votes regarding the proposal were as follows:

Name Votes For Votes Withheld Broker Non-Votes William H. Lenehan 2,297,612 5,245 0