United States Securities And Exchange Commission
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported):  March 1, 2011
(February 24, 2011)
 
ISORAY, INC.
(Exact name of registrant as specified in its charter)
 
Minnesota
(State or other jurisdiction
of incorporation)
001-33407
(Commission
File Number)
41-1458152
(IRS Employer
Identification No.)

350 Hills Street, Suite 106, Richland, Washington 99354
 (Address of principal executive offices) (Zip Code)

(509) 375-1202
(Registrant's telephone number)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o      Written communications pursuant to Rule 425 under the Securities Act
 
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
 

 
 
ITEM 5.07 Submission of Matters to a Vote of Security Holders
 
On February 24, 2011, IsoRay, Inc. held its Fiscal 2011 Annual Meeting of Stockholders, where four proposals were voted on. The proposals are described in detail in IsoRay’s definitive proxy statement filed with the Securities and Exchange Commission on January 11, 2011. Of the 25,888,390 common and preferred shares outstanding and entitled to vote at the Annual Meeting, 20,119,758 common and preferred shares (or 77.71%), constituting a quorum, were represented in person or by proxy at the Annual Meeting.

The final voting results on each proposal are set forth below.

Proposal 1. The stockholders elected four directors to the board of directors to serve until the fiscal 2012 annual meeting of stockholders. The votes for this proposal were:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Shares
 
Number of Shares
 
 
 
 
Voted For
 
Withheld
 
Broker Non-Votes
Dwight Babcock
 
 
2,561,830
 
 
 
290,927
 
 
 
17,267,001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert R. Kauffman
 
 
2,558,129
 
 
 
294,628
 
 
 
17,267,001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Thomas C. LaVoy
 
 
2,560,630
 
 
 
292,127
 
 
 
17,267,001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Albert Smith
 
 
2,514,849
 
 
 
337,908
 
 
 
17,267,001
 

Proposal 2. The stockholders ratified the appointment of DeCoria, Maichel & Teague, P.S. as IsoRay’s independent registered public accounting firm for the fiscal year ending June 30, 2011. The votes on this proposal were:
 
 
 
 
 
For
 
Against
 
Abstain
19,841,966
 
157,675
 
120,117

Proposal 3. The stockholders did not approve, on an advisory basis, the compensation of IsoRay’s named executive officers. The votes on this proposal were:
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
2,185,374
 
402,489
 
264,894
 
17,267,001

Proposal 4. The stockholders did not approve, on an advisory basis, any frequency for the advisory vote on the approval of compensation of IsoRay’s named executive officers. The votes on this proposal were:
 
 
 
 
 
 
 
 
 
1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-Votes
677,681
 
98,974
 
1,639,172
 
436,930
 
17,267,001

The board of directors determined that an advisory vote on the approval of the compensation of its named executive officers will not be included in its proxy materials until mandated by law.
 
 
 

 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Dated:  March 1, 2011
 
IsoRay, Inc., a Minnesota corporation
 
       
       
 
By:
/s/ Dwight Babcock, CEO  
   
Dwight Babcock, CEO