Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 13, 2012, the Board of Directors of Vocus, Inc. (the "Company") adopted resolutions approving the Second Amended and Restated Bylaws of the Company (the "Bylaws"), to be effective as of December 13, 2012, to amend the Amended and Restated Bylaws of the Company (the "Former Bylaws").

The Bylaws reflect updates made to comply with changes in the General Corporation Law of the State of Delaware since the adoption of the Former Bylaws and to otherwise modernize the Bylaws, including the following:

(i) update of the notice of meeting provision to require that the record date be set forth in the notice of meeting;

(ii) update of the list of stockholders provision;

(iii) addition of language to the quorum provision providing that shares of its own stock belonging to the Company are not entitled to vote or be counted for quorum purposes;

(iv) addition of a process for designation of a chairperson at a meeting of stockholders in the event that the Chairman of the Board or Chief Executive Officer is not elected or is absent;

(v) inclusion of details regarding the order of business at meetings of stockholders;

(vi) addition of language regarding the revocation of proxies and irrevocable proxies;

(vii) revision of the advance notice requirements; and

(viii) revision of the process for fixing the record date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1. Second Amended and Restated Bylaws of the Company.

The description of the Bylaws set forth herein is qualified in its entirety by reference to the full text of such Bylaws, which is filed as an exhibit hereto and incorporated herein by reference.

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