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): April 25, 2014

FLIR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 

OREGON
0-21918
93-0708501
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

27700 SW Parkway Avenue
Wilsonville, Oregon 97070
(503) 498-3547
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

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

The Company’s annual meeting of shareholders was held on April 25, 2014, at which the following persons were elected to the Board of Directors by a vote of shareholders, by the votes and for the terms indicated:

 
 
Vote
 
 

Director
 

For
 

Against
 

Abstain
 
Term
Ending
 
 
 
 
 
 
 
 
 
William W. Crouch
 
113,843,432
 
5,791,103
 
79,447
 
2015
Catherine A. Halligan
 
118,382,316
 
1,097,757
 
233,909
 
2015
Angus L. Macdonald
 
111,914,322
 
7,562,058
 
237,602
 
2015
Cathy Stauffer
 
118,381,633
 
1,097,539
 
234,810
 
2015
Andrew C. Teich
 
116,867,509
 
2,769,636
 
76,837
 
2015


The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved by the following votes:

For
 
Against
 
Abstain
 
 
 
 
 
122,123,652
 
4,796,298
 
698,901


The proposal to approve the amendment to the Company’s 2011 Stock Incentive Plan to increase the number of shares reserved under the 2011 Stock Incentive Plan by 5,000,000 shares was approved by the following votes:

For
 
Against
 
Abstain
 
 
 
 
 
105,553,009
 
14,069,639
 
91,334


The proposal to approve, on an advisory basis, the Company’s executive compensation was approved by the following votes:
For
 
Against
 
Abstain
 
 
 
 
 
102,344,503
 
17,237,096
 
132,383





SIGNATURE

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 thereunto duly authorized on April 30, 2014.

FLIR SYSTEMS, INC.
(Registrant)


By      /s/ Anthony L. Trunzo    
Anthony L. Trunzo    
Sr. Vice President, Finance and
Chief Financial Officer