bsdm8k20110202.htm



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):  February 2, 2011
 
BSD MEDICAL CORPORATION
 
(Exact name of registrant as specified in its charter)
 
Delaware
0-10783
75-1590407
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

2188 West 2200 South
 
Salt Lake City, Utah 84119
 
(Address of principal executive offices, including Zip Code)
 
Registrant’s telephone number, including area code:  (801) 972-5555
 
N/A
 
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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 February 2, 2011, BSD Medical Corporation (the “Company”) held its 2011 Annual Meeting of Stockholders (“Annual Meeting”).  The matters voted on and the results of the votes were as follows:

1.  The stockholders elected six members to the Board of Directors to serve until the next annual meeting or until their successors are duly elected and qualified.  The votes regarding this proposal were as follows:

 
Shares For
Withheld
Broker Non-Vote
Timothy C. McQuay
11,730,357
141,067
9,693,135
Harold R. Wolcott
11,799,787
71,637
9,693,135
Gerhard W. Sennewald
11,763,038
108,386
9,693,135
Michael Nobel
11,797,186
74,238
9,693,135
Douglas P. Boyd
11,796,642
74,782
9,693,135
Steven G. Stewart
11,776,557
94,867
9,693,135

 
2.  The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of authorized common stock from 40,000,000 to 80,000,000 shares.  The votes regarding this proposal were as follows:
 
Shares For
Shares Against
Abstain
     
17,994,905
3,520,480
49,174

 
3.  The stockholders approved, on an advisory basis, the compensation of the named executive officers of the Company.  The votes regarding this proposal were as follows:
 
Shares For
Shares Against
Abstain
Broker Non-Vote
       
11,314,380
476,448
80,596
9,693,135

 
4.  The stockholders indicated their preference, on an advisory basis, that the frequency of the advisory vote to approve the compensation of the named executive officers of the Company be every two years.  The votes regarding this proposal were as follows:
 
1 Year
2 Years
3 Years
Abstain
       
1,645,760
9,880,811
211,552
133,301
 
In accordance with the voting results for this item, the Company’s Board of Directors determined that an advisory vote to approve the compensation of the named executive officers of the Company will be conducted every two years, until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers of the Company.

 
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5.  The stockholders ratified the selection of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending August 31, 2011.  The votes regarding this proposal were as follows:
 
Shares For
Shares Against
Abstain
     
20,784,185
140,018
640,356

 
Item 8.01. Other Events.
 
Following stockholder approval at the Annual Meeting (as disclosed under Item 5.07 of this report) of the amendment to the Company’s Amended and Restated Certificate of Incorporation, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware.  A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BSD Medical Corporation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
 
Description
3.1
 
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BSD Medical Corporation

 
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.
 
 
BSD MEDICAL CORPORATION
 
Date:  February 7, 2011
   
 
By:  /s/ Dennis P. Gauger                                       
 
 
Name:  Dennis P. Gauger
 
 
Title:    Chief Financial Officer
 

 
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EXHIBIT INDEX
 
 
Exhibit No.
 
Description
3.1
 
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BSD Medical Corporation
 
 

 
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