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)   May 30, 2012



OphthaliX Inc.

(Exact Name of Registrant as Specified in its Charter)



Delaware

000-52545

88-0445167

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


1656 Reunion Avenue, Suite 250, South Jordan, UT

84095

(Address of Principal Executive Offices)

(Zip Code)


Registrant’s telephone number, including area code:  +(972) 36133372





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


      .

Soliciting material pursuant to Rule 14a-12 under the Exchange Act


      .

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


      .

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 May 30, 2012, OphthaliX Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were: (i) the re-election of Pnina Fishman, Ilan Cohn, Guy Regev, and Roger Kornberg as directors, and (ii) the ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (“Ernst & Young”), as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.  There were no abstentions or broker non-votes for either matter voted upon at the Annual Meeting.


Each of the nominees for director was reelected at the Annual Meeting and the results of the voting for the members of the Board of Directors are set forth below:


Nominees

Votes For

Votes Against

Abstain

Pnina Fishman

38,587,735

0

0

Ilan Cohn

38,587,735

0

0

Guy Regev

38,587,735

0

0

Roger Kornberg

38,587,735

0

0


The proposal to ratify the appointment of Ernst & Young as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012, was approved.  The results of the voting were as follows:


Votes For

Votes Against

Abstain

38,587,735

0

0





SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



OphthaliX Inc.



Date:  May 31, 2012

By  /s/ Pnina Fishman                            

Pnina Fishman, Chief Executive Officer



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