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

TransEnterix, Inc.
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(Exact name of registrant as specified in its charter)

Not Applicable
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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))

On May 7, 2015, TransEnterix, Inc. (the “Company”) held its Annual Meeting of Stockholders for 2015 (the “Annual Meeting”). At the Annual Meeting, the total number of shares represented in person or by proxy was 52,687,529 of the 64,438,460 shares of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, March 20, 2015. The following matters were voted upon at the Annual Meeting:

1. Election of Directors. The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Stockholders in 2016 or until their successors are elected and qualified. The votes cast were as follows:

Director nominee R. Scott Heunnekens withdrew his candidacy prior to the Annual Meeting.

2. Say on Pay. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers for 2014, as described in the proxy statement in accordance with Regulation S-K, Item 402. The stockholder vote was as follows:

3. Amendment and Restatement of the Incentive Compensation Plan. The stockholders voted to approve the amendment and restatement of the 2007 Amended and Restated Incentive Compensation Plan (the “Plan”) to (1) increase the number of shares reserved for issuance under the Plan by 7,000,000 shares; (2) extend the term of the Plan until May 7, 2025; and (3) make other changes and updates to the Plan. The stockholder vote was as follows:

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.