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|-----------------------------------------------|
|                                               |  |  |
| Minnesota                                     | 0-27166 | 41-1641815 |
| (State or other jurisdictionof incorporation) | (Commission File No.) | (IRS EmployerIdentification No.) |

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|-------------------------------------------------|
|                                                 |  |  |
| 965 Prairie Center DriveEden Prairie, Minnesota |   | 55344 |
| (Address of principal executive offices)        |   | (Zip Code) |

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|                                                                                                                                                                      |  |  |  |  |  |  |  |  |  |  |  |
| 1. Seven directors were elected to serve for a one-year term expiring when their successors are elected and qualified at the Annual Meeting of Shareholders in 2015: |
|                                                                                                                                                                 |   |   |   |   |   |   |   |   |
|                                                                                                                                                                 |   |   |   | For |   | Withheld |   | Broker Non-Vote |
| John J. Coughlan                                                                                                                                                     |   | 19,443,389 |  |   | 43,065 |  |   | 3,498,775 |  |
| Thomas G. Hudson                                                                                                                                                     |   | 19,338,997 |  |   | 147,457 |  |   | 3,498,775 |  |
| Michael J. Paxton                                                                                                                                                    |   | 19,443,459 |  |   | 42,995 |  |   | 3,498,775 |  |
| Mark E. Claeys                                                                                                                                                       |   | 19,443,459 |  |   | 42,995 |  |   | 3,498,775 |  |
| Karen T. Van Lith                                                                                                                                                    |   | 19,438,159 |  |   | 48,295 |  |   | 3,498,775 |  |
| Donald R. Dixon (1)                                                                                                                                                  |   | 2,394,887 |  |   | — |  |   | — |  |
| Christopher P. Marshall (2)                                                                                                                                          |   | 9,999,997 |  |   | — |  |   | — |  |
|                                                                                                                                                                 |   |   |   |   |   |   |   |   |
| (1)  Donald R. Dixon was voted on and elected solely by the holders of the Series B Preferred Stock.                                                                 |
| (2)  Christopher P. Marshall was voted on and elected solely by the holders of the Series G Preferred Stock.                                                         |

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| 2.     | Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2014: |
|   | For: | 22,894,638 |  |   | Against: | 69,487 |  |   | Abstain: | 21,104 |  |   | Broker Non-Vote: | — |  |
|   |   |   |   |   |   |   |   |   |   |   |   |

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| Dated: | February 24, 2014 |   | XRS Corporation |
|   |   |   |   |
|   |   |   |   |
|   |   | By: | /s/ Michael W. Weber |
|   |   |   | Michael W. Weber |
|   |   |   | Chief Financial Officer |