UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 18, 2011

CDEX INC.
(Exact name of registrant as specified in its charter)

Nevada
000-49845
52-2336836
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

4555 South Palo Verde, Suite 123
 
Tucson, Arizona
85714
(Address of principal executive offices)
(Zip Code)

(520) 745-5172
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

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:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 

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

CDEX Inc. (the “Company”) held its Annual Meeting of Stockholders on August 18, 2011 at which 76,220,331 shares were represented in person or by proxy.  The following is a summary of the matters voted on at the meeting:

            1)
All nominees for director were elected by the following stockholders vote to staggered terms:
 
Nominee
 
For
 
Withhold
 
Broker Non-Vote
 
Term
                 
Jeffrey Brumfield
 
24,917,455
 
409,218
 
50,893,658
 
2011-2014
                 
Brian Jenkins
 
24,918,482
 
408,191
 
50,893,658
 
2010-2013
                 
Robert H. Foglesong
 
24,911,753
 
414,920
 
50,893,658
 
2009-2012
                 
Frank Wren
 
24,816,482
 
510,191
 
50,893,658
 
2009-2012
                 
James G Stevenson
 
24,918,481
 
408,192
 
50,893,658
 
2011-2014
 
           2)
The appointment of S.E. Clark and Co. as the Company’s independent registered public accounting firm for the fiscal years ending October 31, 2011 and 2012 was ratified by the following stockholder vote:
 
For:
75,673,951
   
Against:
218,642
   
Abstain:
327,738
 
           3)
The amendment of the Company’s’ Certificate of Incorporation increasing the number of Authorized Shares of Common Stock from 100,000,000 shares to 300,000,000 shares was ratified by the following stockholder vote:
 
For:
69,658,095
   
Against:
6,338,565
   
Abstain:
223,671
 
 
 

 
 
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.

 
CDEX INC.
 
(Registrant)
     
Date: August 19, 2011
  By:
   /s/ Stephen McCommon
   
Stephen McCommon,
   
Chief Financial Officer