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) June 18, 2012; (June 15, 2012)

 

GUIDED THERAPEUTICS, INC.

 (Exact Name of Registrant as Specified in Its Charter)

 

     
Delaware 0-22179 58-2029543
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)    

 

 

   

5835 Peachtree Corners East, Suite D

Norcross, Georgia

(Address of Principal Executive Offices)

30092

(Zip Code)

 

Registrant's Telephone Number, Including Area Code:     (770) 242-8723

 

 

 

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))
     

 

 

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

 

On June 15, 2012, the Company held its annual meeting of stockholders in Norcross, Georgia.  As of the record date, April 17, 2012, there were 52,699,519 shares of Common Stock entitled to vote at the annual meeting. Represented at the meeting in person or by proxy were 45,798,937 votes representing 86.91 percent of the total shares of Common Stock entitled to vote at the meeting.

 

The purpose of the meeting was to elect seven directors to a one-year term expiring in 2013, to approve an amendment to the company’s certificate of incorporation to increase the number of authorized shares of common stock to a total of 145,000,000 shares, to approve an amendment to the company’s 1995 stock plan to increase the number of shares of common stock available for grant by 5,000,000 shares and to ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the 2012 fiscal year. The following table sets forth the results of the vote on the matters:

 

1.PROPOSAL TO ELECT THE DIRECTOR NOMINEES NAMES IN THE COMPANY’S 2012 PROXY STATEMENT.

 

MARK L FAUPEL PHD For 19,355,581
  Against 3,260,693
  Abstain 1,129,144
  Non Votes 22,053,519
     
RONALD W ALLEN For 19,048,680
  Against 3,448,246
  Abstain 1,248,492
  Non Votes 22,053,519
     
RONALD W HART PHD For 20,065,517
  Against 3,240,195
  Abstain 439,706
  Non Votes 22,053,519
     
JOHN E IMHOFF MD For 21,629,869
  Against 868,157
  Abstain 1,247,392
  Non Votes 22,053,519
     
MICHAEL C JAMES For 19,517,338
  Against 3,668,226
  Abstain 559,854
  Non Votes 22,053,519
     
JOHNATHAN M NILOFF MD For 22,599,417
  Against 564,579
  Abstain 581,422
  Non Votes 22,053,519
     
LINDA ROSENSTOCK MD For 22,908,773
  Against 399,039
  Abstain 437,606
  Non Votes 22,053,519

 

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2.TO APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO A TOTAL OF 145,000,000 SHARES:
For 35,414,020
Against 9,072,072
Abstain 1,312,845

 

 

3.TO APPROVE AN AMENDMENT TO THE COMPANY’S 1995 STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR GRANT BY 5,000,000 SHARES:
For 17,892,935
Against 5,842,788
Abstain 9,695
Non Votes 22,053,519

 

 

4.APPROVAL TO RATIFY THE APPOINTMENT OF UHY, LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR FISCAL 2012:
For 43,199,143
Against 990,648
Abstain 1,609,146

 

 

 

 

 

 

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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.

 

 

     GUIDED THERAPEUTICS, INC.  
       
    By:  /s/ Mark L. Faupel, Ph.D.  
      Mark L. Faupel, Ph.D.  
      CEO & President  
  Date:  June 18, 2012      

 

 

 

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