On January 14, 2013, Diamond Foods, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") for the purposes of: (i) electing three Class I directors and three Class II directors; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ended July 31, 2012; (iii) approving, on an advisory basis, the compensation of the Company's named executive officers; and
(iv) holding an advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers. As of the close of business on November 27, 2012, the record date for the Annual Meeting, 22,076,498 shares of common stock of the Company were outstanding and entitled to vote. At the Annual Meeting, 16,947,315 shares, or 76.77%, of the outstanding common shares entitled to vote were represented in person or by proxy.

The results of the voting at the Annual Meeting are as follows:

1. The three Class I nominees were elected to hold office until the 2015 Annual Meeting of Stockholders. The three Class II nominees were elected to hold office until the 2016 Annual Meeting of Stockholders:

                                                     Votes          Broker
            Name                   Votes For       Withheld        Non-Votes
            Class I Directors:
            Alison Davis            9,694,574         291,618       6,961,124
            Brian Driscoll          9,667,706         318,486       6,961,124
            Nigel Rees              9,694,880         291,312       6,961,124

            Class II Directors:
            Robert Lea              8,588,770       1,397,422       6,961,124
            Matthew Wilson          9,666,208         319,984       6,961,124
            William Tos             9,355,369         630,823       6,961,124

2. The selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ended July 31, 2012 was ratified:

Votes For Votes Against Abstentions 15,527,757 1,350,488 69,071

3. By the following vote, the stockholders approved the following resolution:

"RESOLVED, that Diamond Foods, Inc.'s stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in this proxy statement pursuant to the SEC's compensation disclosure rules, including the Compensation Discussion and Analysis, the executive compensation tables and related narrative discussion."

Votes For Votes Against Abstentions Broker Non-Votes 8,154,062 1,333,750 507,380 6,961,124

4. By the following vote, the stockholders voted on the frequency of advisory votes on compensation of executive officers as follows:

One Year Two Years Three Years Abstentions 9,049,464 89,817 317,516 522,947