AMCON Distributing Company held its annual meeting of stockholders on Thursday, December 20, 2012, at which meeting our stockholders voted upon the following matters:

· The election of two Class I directors to hold office for a term expiring at our annual meeting of stockholders following our 2015 fiscal year, and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal; and

· The ratification and approval of the selection of McGladrey LLP as our independent registered public accounting firm for our 2013 fiscal year.

Election of Directors

At the annual meeting, Jeremy W. Hobbs and Stanley Mayer each was elected as a
Class I director. The following is a summary of the votes cast at the annual
meeting with respect to the election of directors:

                  Votes in  Votes
  Name             Favor   Withheld
  Jeremy W. Hobbs  346,849    8,278
  Stanley Mayer    346,949    8,178

There were 163,874 broker non-votes with respect to this matter.

In addition to the two Class I directors elected at the annual meeting, the persons continuing their term of office as members of our board of directors are:

Class II Directors (term to expire at the annual meeting following our 2013 fiscal year)
Christopher H. Atayan
Raymond F. Bentele
Class III Directors (term to expire at the annual meeting following our 2014 fiscal year)
Kathleen M. Evans
John R. Loyack
Timothy R. Pestotnik

Ratification and Approval of Independent Registered Public Accounting Firm

At the annual meeting, the selection of McGladrey LLP as our independent
registered public accounting firm for our 2013 fiscal year was ratified and
approved. The following is a summary of the votes cast at the annual meeting
with respect to this matter:

                               Votes in  Votes     Votes
                                Favor   Against  Abstaining
     Ratification and approval  503,674   13,700      1,627
     of the selection of
     McGladrey LLP

There were no broker non-votes with respect to this matter.

Additional information regarding the matters voted on at the annual meeting is contained in our proxy statement dated November 16, 2012.

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