Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders of Gyrodyne Company of America, Inc. (the "Company") held on December 14, 2012 (the "2012 Meeting"), the Company's shareholders voted on the matters set forth below. Each issued common share was entitled to one vote on the proposals voted on at the 2012 Meeting.

1. On the proposal to elect three directors, the voting totals were as follows:

Name For Withheld Broker Non-Votes Paul L. Lamb 800,372 28,824 512,515 Nader G.M. Salour 801,970 27,226 512,515 Richard B. Smith 801,970 27,226 512,515

The other directors whose terms of office as a director continued after the 2012 Meeting are as follows: Elliot H. Levine, Ronald J. Macklin, Philip Palmedo, and Naveen Bhatia.

2. The proposal to ratify the engagement of Holtz Rubenstein Reminick LLP as independent accountants for the 2012 fiscal year was approved based on the following votes:

For Against Abstain Broker Non-Votes 1,325,727 14,582 1,402 0

3. The proposal to amend the Company's Restated Certificate of Incorporation to add a provision stating that directors are entitled to limitations on personal liability was approved based on the following votes:

For Against Abstain Broker Non-Votes 768,555 59,607 1,034 512,515

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