Green Mountain Coffee Roasters (GMCR)

Proposal 1 – Election of Directors

The term of office of the following directors continued after the Meeting: Lawrence J. Blanford, Barbara D. Carlini, Hinda Miller, David E. Moran and Michael J. Mardy.

Proposal 2 – To ratify the appointment of PricewaterhouseCoopers LLP as our independent public accounting firm for 2009.

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PROPOSAL 1: ELECTION OF DIRECTORS

The Board is currently composed of eight directors and is divided into three classes. Each year one class of directors stands for election for a three-year term. The term of office for Class I Directors, consisting of William D. Davis, Jules A. del Vecchio and Robert P. Stiller will expire at the 2009 Annual Meeting. The term of office for Class II Directors, consisting of Barbara D. Carlini and Hinda Miller will expire at the 2010 Annual Meeting. The term of office for the Class III Directors, Lawrence J. Blanford, David E. Moran and Michael J. Mardy, will expire at the 2011 Annual Meeting.

The Company’s by-laws provide that the number of directors of the Company may be established by resolution of the Board. As of fiscal year-end 2008, the number of directors of the Company was eight with three directors in Class I, two directors in Class II and three directors in Class III.

At the 2009 Annual Meeting, three persons are to be elected as Class I Directors to hold a three-year term of office from the date of their election until the 2012 Annual Meeting and until their successors are duly elected and qualified. The three nominees for election as Class I Directors are William D. Davis, Jules A. del Vecchio and Robert P. Stiller, each of whom is currently a Class I Director. Each nominee has agreed to serve as a director if elected.

Directors are elected by plurality vote, which means that the three nominees for director receiving the highest number of votes FOR election will be elected as directors. If a nominee for director is unable to serve as a director, the persons appointed as proxy for the Annual Meeting may, in his or her discretion, vote for another person as director or vote to reduce the number of directors to less than eight, as the Board may recommend.

See the section of this Proxy Statement entitled Security Ownership of Certain Beneficial Owners and Management for information as to ownership of Company securities by nominees for director.

Information concerning the three nominees and the directors whose terms of office will continue after the 2009 Annual Meeting is set forth below.

Proposal 2 - Election of Directors

The term of office of the following directors continued after the Meeting: William D. Davis, Jules A. delVecchio, Robert P. Stiller, and David E. Moran. In addition, on May 3, 2007, Lawrence J. Blanford was appointed a member of the board of directors.

(a) Exhibits: