Summary of ROCK-TENN CO - Yahoo! Finance

Item 5.07. Submission of Matters to a vote of Security Holders

(a) Annual Meeting of Shareholders

The Company held its annual meeting of shareholders on January 25, 2013 at which we submitted the following matters to a vote of our shareholders:

(b) Election of Directors

Votes cast for or withheld regarding three individuals nominated for election to serve on our board of directors for a term expiring in 2016 were as follows:

For Withheld Broker Non- Vote G. Stephen Felker 56,820,000 2,626,125 4,155,417 Lawrence L. Gellerstedt III 57,153,787 2,292,338 4,155,417 John W. Spiegel 57,148,542 2,297,583 4,155,417

Additional directors, whose term of office as directors continued after the meeting, are as follows:

Term expiring in 2014   Term expiring in 2015
J. Powell Brown         Timothy J. Bernlohr
Robert M. Chapman       James A. Rubright
Terrell K. Crews        Bettina M. Whyte
Russell M. Currey

Votes cast for or against, as well as the number of abstentions and broker non-votes regarding each other matter voted upon at the meeting, were as follows:

                                                                          Broker Non-
                           For            Against          Abstain            Vote
Adopt and approve
the amended and
restated Annual
Executive Bonus
Program to amend
and restate
Rock-Tenn Company's
current Annual
Executive Bonus
Program primarily
to incorporate the
same business
criteria for
performance goals
for the program's
participants as the
business criteria
for performance
goals that are set
forth in the
Rock-Tenn Company
Amended and
Restated 2004
Incentive Stock
Plan and to
increase the
maximum bonus
amount that a
participant may
receive for any
fiscal year             58,192,053       1,118,938         135,134         4,155,417
Ratify the
Appointment of
Ernst & Young LLP
to serve as
Independent
Registered Public
Accounting Firm         63,063,466        516,091           21,985             0
Advisory vote on
executive
compensation            51,579,787       7,487,506         378,832         4,155,417
Vote on shareholder
proposal                50,891,147       8,152,338         402,640         4,155,417