Submission of Matters to a Vote of Security Holders.

An annual meeting of the holders of Voting Common Stock (the "Voting Stockholders") of Eaton Vance Corp. (the "Company") was held on January 9, 2013.
All of the 399,240 outstanding shares of the Company's Voting Common Stock were represented in person or by proxy at the meeting.

The following matters received the affirmative vote of all of the outstanding Voting Common Stock and were approved:

1.

The minutes of the previous annual meeting of Voting Stockholders held on January 11, 2012.

2.

The annual report to shareholders of the Company for the fiscal year ended October 31, 2012.

3.

The election of the following individuals as directors to hold office until the next annual meeting and until their successors are elected and qualify:

Ann E. Berman
Thomas E. Faust Jr.
Leo I. Higdon, Jr.
Dorothy E. Puhy
Duncan W. Richardson
Winthrop H. Smith, Jr.

Richard A. Spillane, Jr.

4.

The selection of the firm Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ended October 31, 2012.

5.

The ratification of the acts of the Board of Directors since the previous annual meeting of Voting Stockholders held on January 11, 2012.