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): September 23, 2016
GUIDED THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 0-22179 (Commission File Number) | 58-2029543 (IRS Employer Identification No.) | |||
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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 23, 2016, the Company held its 2016 Annual Meeting of Stockholders at its offices in Norcross, Georgia. As of the record date, August 24, 2016, there were 192,709,139 shares of Common Stock outstanding. Represented at the meeting in person or by proxy were 151,393,959 votes representing 79 percent of the total shares of Common Stock entitled to vote at the meeting. The following proposals were voted upon:
1. To elect three directors;
The following three nominees were elected as directors to serve until the 2017 Annual Meeting of Stockholders by votes as follows:
Gene S. Cartwright,
| Vote Type | Voted | Voted (%) |
| For | 47,419,831 | 89.93 |
| Against | 3,711,040 | 7.04 |
| Abstain | 1,595,601 | 3.03 |
Michael C. James,
| Vote Type | Voted | Voted (%) |
| For | 45,958,761 | 87.17 |
| Against | 4,756,264 | 9.02 |
| Abstain | 2,011,447 | 3.81 |
John E. Imhoff,
| Vote Type | Voted | Voted (%) |
| For | 48,957,673 | 92.85 |
| Against | 3,125,332 | 5.93 |
| Abstain | 643,467 | 1.22 |
There were 98,667,487 broker non-votes on this proposal.
2. To approve an amendment to the Company’s certificate of incorporation to effect a 1-for-800 reverse stock split of all issued and outstanding shares of the Company’s common stock to be effected as soon as practicable following such approval;
The proposal to approve the amendment to the Company’s certificate of incorporation to effect a 1-for-800 reverse split was approved, and the votes were as follows:
| Vote Type | Voted | Voted (%) |
| For | 100,390,523 | 66.31 |
| Against | 49,410,780 | 32.64 |
| Abstain | 1,592,656 | 1.05 |
There were no broker non-votes on this proposal.
3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission;
The proposal to approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers was approved, and the votes were as follows:
| Vote Type | Voted | Voted (%) |
| For | 42,599,605 | 80.79 |
| Against | 8,366,570 | 15.87 |
| Abstain | 1,760,297 | 3.34 |
There were no broker non-votes on this proposal.
4. To ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year; and
The proposal to ratify the appointment of UHY LLP was approved, and the votes were as follows:
| Vote Type | Voted | Voted (%) |
| For | 137,784,112 | 91.01 |
| Against | 9,642,982 | 6.37 |
| Abstain | 3,966,865 | 2.62 |
There were no broker non-votes on this proposal.
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 S. Cartwright | |
| Name: Gene S. Cartwright, Ph.D. | |
| Title: President and Chief Executive Officer | |
| Date: September 23, 2016 |