On January 17, 2013, Bottomline Technologies (de), Inc. (the "Company") held a Special Meeting of Stockholders. The following matter was voted upon at the Special Meeting.

                                                           For            Against       Abstain
Proposal 1 - To amend the Company's Amended and          32,419,250       1,405,368        2,241
Restated Certificate of Incorporation to increase
the number of shares of common stock, par value
$.001 per share, that the Company is authorized to
issue from 50,000,000 to 100,000,000.

Following the approval of Proposal 1 at the Special Meeting, the Company filed a Certificate of Amendment to its Certificate of Incorporation in order to implement the increase in the Company's authorized shares of common stock from 50,000,000 to 100,000,000. A copy of the Company's Certificate of Incorporation, as amended by the Certificate of Amendment, is attached hereto as Exhibit 3.1.

(d) Exhibits

3.1 Amended and Restated Certificate of Incorporation of the Company, as amended