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) May 29, 2015; (May 29, 2015)
GUIDED THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | 0-22179 | 58-2029543 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| | |
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) |
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| | [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | [ ] | 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 May 29, 2015, the Company held its annual meeting of stockholders in Atlanta, Georgia. As of the record date, April 2, 2015, there were 100,888,853 shares of Common Stock and 1,277 shares of Series B preferred stock (common stock equivalent being 9,160,689 shares), voting on an as-converted basis entitled to vote at the annual meeting. Represented at the meeting in person or by proxy were 93,122,495 votes representing 85 percent of the total shares of Common Stock entitled to vote at the meeting.
The purpose of the meeting was to elect six directors, amend our Certificate of Incorporation to increase the number of authorized shares of our common stock to a total of 245,000,000 shares, the non-binding, advisory approval of the compensation of the Company’s named executive officers and to ratify the appointment of UHY, LLP as the Company’s independent auditors for fiscal year 2015. The following table sets forth the results of the vote on the matters:
| Proposal | | Votes |
| Gene S. Cartwright,Ph.D. | For | 47,083,359 |
| | Against | 2,763,946 |
| | Abstain | 904,307 |
| | Non Votes | 42,370,883 |
| | | |
| Ronald W. Hart, Ph.D. | For | 36,380,281 |
| | Against | 13,399,821 |
| | Abstain | 971,510 |
| | Non Votes | 42,370,883 |
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| John E. Imhoff, M.D. | For | 46,698,866 |
| | Against | 3,085,022 |
| | Abstain | 967,724 |
| | Non Votes | 42,370,883 |
| | | |
| Michael C. James | For | 39,506,957 |
| | Against | 10,866,527 |
| | Abstain | 378,128 |
| | Non Votes | 42,370,883 |
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| Jonathan M. Niloff, M.D. | For | 39,656,031 |
| | Against | 10,767,453 |
| | Abstain | 328,128 |
| | Non Votes | 42,370,883 |
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| Linda Rosenstock, M.D. | For | 39,630,519 |
| | Against | 10,746,915 |
| | Abstain | 374,178 |
| | Non Votes | 42,370,883 |
| | | |
| Increase Common Shares | For | 63,796,323 |
| | Against | 27,498,008 |
| | Abstain | 1,828,164 |
| | Non Votes | - |
| | | |
| Executive Compensation | For | 37,871,340 |
| | Against | 11,659,487 |
| | Abstain | 1,220,785 |
| | Non Votes | 42,370,883 |
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| Auditors | For | 84,090,552 |
| | Against | 8,116,139 |
| | Abstain | 915,803 |
| | Non Votes | 1 |
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/ Gene Cartwright | |
| | | Gene Cartwright | |
| | | Chief Executive Officer | |
| Date: May 29, 2015 | | | |
