On January 17, 2013, Pro-Dex, Inc. (the "Company") held its 2012 Annual Meeting of Shareholders. The Company's shareholders were asked to consider and vote upon the following two proposals:

1. To elect five persons to serve as directors of the Company; and

2. To ratify the appointment of Moss Adams, LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2013.

As disclosed in the Company's proxy statement, AO Partners Group, comprised of shareholders owning approximately 22% of the Company's outstanding common stock, nominated a competing slate of three director nominees in opposition to the Company's five director nominees. In total, eight persons were nominated whereupon the five director nominees who received the most "FOR" votes were elected to serve as directors of the Company.

On January 22, 2013, the independent inspector of elections for the Annual Meeting delivered its certified tabulation of voting results for each of the matters submitted to a vote at the Annual Meeting. According to the certified tabulation, the Company's shareholders elected all three of the three-member slate nominated by AO Partners Group and two members of the five-member slate nominated by the Company to serve as directors of the Company for one-year terms expiring at the Company's 2013 Annual Meeting of Shareholders.

The results of the shareholder vote were as follows:

           Proposal No. 1 Election of Directors    Votes For      Withheld
           Nominees of the Company:
           Michael J. Berthelot                       552,025        64,593
           William L. Healy                           672,736        40,927
           David Holder                               442,691        73,927
           George J. Isaac                            607,254        39,364
           David C. Hovda                             639,736        73,927
           Nominees of AO Partners Group
           Nicholas J. Swenson                      1,334,341         2,500
           Raymond E. Cabillot                      1,334,341         2,500
           William James Farrell III                1,291,922        44,919




                                                           For          Against       Abstain
Proposal No. 2 - Ratification of independent
registered public accounting firm                        2,213,826        30,971        32,385

As a result of the shareholder vote:

(i) With respect to Proposal No. 1, Nicholas J. Swenson, Raymond E. Cabillot, William James Farrell III, William L. Healey and David C. Hovda were elected to serve as directors; and

(ii) Proposal No. 2 was approved.

On January 22, 2013, the Company issued a press release announcing the results of the shareholder vote with respect to Proposal No. 1, the election of directors, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit 99.1    Press release issued by Pro-Dex, Inc. on January 22, 2013
                announcing the results of the shareholder vote with respect to the
                election of directors at the 2012 Annual Meeting of Shareholders.