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

On February 21, 2013 we held our 2013 Annual Meeting of Stockholders for the following purposes:

1. To elect three Class I directors to serve until the 2016 annual meeting, or until their successors are duly elected and qualified;

2. To ratify the selection by the Board of Directors of BDO USA, LLP as our independent auditors for the fiscal year ending September 30, 2013; and

3. To have an advisory vote to approve executive compensation.

All proposals were approved by the stockholders. A total of 49,889,830 shares were voted on proposals 1 and 3, for which there were 14,401,376 broker non-votes. A total of 64,291,206 shares were voted on proposal 2. The results of the voting were as follows:

1. To elect Mr. R Sam Christensen as a Class I director: for
- 48,888,018; withheld authority - 1,001,812.

To elect Mr. Malyn K. Malquist as a Class I director: for - 48,887,901; withheld authority - 1,001,929.

To elect Ms. Sylvia Summers as a Class I director: for - 47,138,661; withheld authority - 2,751,169.

2. To ratify the selection of BDO USA, LLP as independent auditors for the fiscal year ending September 30, 2013: for - 62,833,530; against - 985,862; abstain - 471,814.

3. To approve, on an advisory basis, Headwaters' compensation of the named executive officers as disclosed in the proxy statement: for - 46,268,607; against - 2,933,985; abstain - 687,238.

---