Kenexa (KNXA)

We held our annual meeting of shareholders on May 8, 2007 (the “Annual Meeting”).

At the Annual Meeting, Joseph A. Konen and Richard J. Pinola were each nominated for, and elected by the shareholders to, our Board of Directors (the “Board”).  The number of votes cast for, and withheld with respect to, each nominee is set forth below:

At the Annual Meeting, Rebecca J. Maddox was re-elected to our Board.  The number of votes cast for, and withheld with respect to  her re-election is set forth below:

Jospeh A. Konen, Richard J. Pinola and Rebecca J. Maddox will serve on our Board along with Barry M. Abelson, Nooruddin S. Karsan, John A. Nies, Troy A. Kanter and Renee B. Booth, each of whose terms continued after the Annual Meeting.

We held our annual meeting of shareholders on May 17, 2006 (the “Annual Meeting”).

At the Annual Meeting, Troy A. Kanter and Renee B. Booth were each nominated for, and elected by the shareholders to, our Board of Directors (the “Board”).  These individuals will serve on our Board along with Elliot H. Clark, Joseph A. Konen, Richard J. Pinola, Barry M. Abelson, Nooruddin S. Karsan and John A. Nies, each of whose terms continued after the Annual Meeting.  The number of votes cast for, and withheld with respect to, each nominee is set forth below:

At the Annual Meeting, the shareholders also voted on the adoption of the Kenexa Corporation 2006 Employee Stock Purchase Plan as follows:

At the Annual Meerting, the shareholders also voted on the ratification of the Audit Committee’s approval of the continuing service of BDO Seidman, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2006 as follows:

Item 4: Submission of Matters to a Vote of Security Holders

On June 10, 2005, the holders of a majority of our outstanding securities entitled to vote on the matters below, approved, by a written consent of shareholders:

1) An amendment to the third amended and restated articles of incorporation to effect a reclassification of each share of “Class A Common Stock” into 0.8 shares of “common stock” to become effective upon its filing with the Secretary of State of the Commonwealth of Pennsylvania, which occurred prior to the closing of the IPO.

2) An amendment and restatement of the third amended and restated articles of incorporation to reflect the elimination of all provisions relating to the Class B Common Stock, Class C Common Stock, Series A Preferred Stock and Series B Preferred Stock, and to confirm the authorized capitalization of the Company of 100 million shares of common stock and 10 million shares of preferred stock (without designation). In addition, the amendment and restatement incorporates the classified board provisions which are currently set forth in the current bylaws, and effectuates the opt out of certain provisions of the Pennsylvania Business Corporation Law that are applicable to public companies. This amendment became effective upon the closing of the IPO.

3) An amendment and restatement of the amended and restated bylaws which: (a) explicitly permits electronic communications in the context of voting, meetings, and notices; (b) deletes the provisions creating a classified board of directors (as these provisions will be set forth in the articles of incorporation); (c) removes a provision permitting shareholders to act by written consent; and (d) provides that the Company need not give notice to a shareholder with whom the Company has not been able to get in contact for 24 consecutive months. This amendment and restatement became effective upon the closing of the IPO.

4) The composition of three classes to comprise the board of directors of the Company.

5) The 2005 Equity Incentive Plan.

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