DLH Holdings Corp. (the "Company") held its Annual Meeting of Shareholders on February 14, 2013 in New York, New York. The results of the matters voted on by the shareholders are set forth below. Only shareholders of record as of the close of business on December 20, 2012 were entitled to vote at the Annual Meeting. As of the record date, 9,318,202 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 8,052,238 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum.

              Proposal 1 - Election of Class II Directors

              The shareholders voted to elect the following Class II directors by the votes indicated to serve for a term of three years or until their
              successors are duly qualified and elected:

              Nominee                                                                   For                        Withheld                Broker Non-Votes

              Frederick G. Wasserman                                                       4,917,955                            68,172              3,066,111

              William H. Alderman                                                          4,931,744                            54,383              3,066,111

              Austin J. Yerks III                                                          4,976,285                             9,842              3,066,111

The shareholders approved, on an advisory basis, the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the Company's definitive proxy statement, by the following votes:

For Against Abstain Broker Non-Votes 4,831,384 154,606 137 3,066,111

The shareholders recommended, on an advisory basis, that the frequency of future shareholder votes on the compensation of the Company's named executive officers, as required by Section 14A(a)(2) of the Exchange Act, occur every year by the votes set forth in the table below:

Every Year Every Two Years Every Three Years Abstain Broker Non-Votes 4,947,757 3,404 33,104 1,862 3,066,111

In accordance with the results of the advisory vote, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of the Company's named executive officers every year.

The shareholders voted to ratify the appointment of Withum, Smith + Brown, P.C. as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2013, by the following votes:

For Against Abstain 7,930,644 115,092 6,502