UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  May 3, 2011

Hardinge Inc.

(Exact name of Registrant as specified in its charter)

One Hardinge Drive, Elmira, NY 14902

(Address of principal executive offices) (Zip Code)

(607) 734-2281

(Registrant’s telephone number including area code)

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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material 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 May 3, 2011, Hardinge Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”).  The total number of shares of the Company’s common stock, par value $0.01 per share, voted in person or by proxy at the Annual Meeting was 10,169,812, representing approximately 87.53% of the 11,618,012 shares outstanding and entitled to vote at the Annual Meeting.  All non-advisory matters voted upon at the Annual Meeting were approved with the required votes.  The Company’s shareholders also voted on an advisory basis (i) in favor of the Company’s executive compensation policies and practices; and (ii) in favor of holding the vote on the Company’s executive compensation policies and practices every year.  The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of the abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.

Proposal 1  Election of Directors

The Company’s shareholders elected two Class II directors to each serve for a three-year term expiring at the 2014 Annual Meeting.  The voting results were as follows:

Proposal 2  Adoption of the 2011 Incentive Stock Plan

The Company’s shareholders approved the 2011 Incentive Stock Plan.  The voting results were as follows:

Proposal 3  Ratification of the Appointment of Independent Auditor

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2011.  The voting results were as follows:

Proposal 4  Advisory Vote on Executive Compensation

The Company’s shareholders voted on an advisory basis in favor of the Company’s executive compensation policies and practices.  The voting results were as follows:

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Proposal 5  Advisory Vote on Frequency of Vote on Executive Compensation

The Company’s shareholders voted on an advisory basis in favor of holding the vote on the Company’s executive compensation policies and practices every year.  The voting results were as follows:

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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 thereunto duly authorized.

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