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):

May 23, 2011 (May 20, 2011)

KEATING CAPITAL, INC.
(Exact name of registrant as specified in its charter)

Maryland
000-53504
26-2582882
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
5251 DTC Parkway, Suite 1000
Greenwood Village, CO  80111
 (Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (720) 889-0139


Check the appropriate box below if the Form 8-K 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))
 
 

 
 
Item 5.07      Submission of Matters to a Vote of Security Holders.

On April 20, 2011, the Company filed a Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the Annual Meeting of Stockholders to be held on May 20, 2011 (“Annual Meeting”). The Proxy Statement described in detail the two proposals presented to the Company’s stockholders at the Annual Meeting.  The Board of Directors fixed the close of business on April 15, 2011 as the record date (the “Record Date”) for identifying those stockholders entitled to notice of, and to vote at, the Annual Meeting. A total of 4,932,910.776 shares of common stock were entitled to vote at the Annual Meeting

On May 20, 2011, the Company held its Annual Meeting of Stockholders at the Company’s corporate headquarters.  Each proposal presented to the stockholders at the Annual Meeting was approved. The final voting results for each of the proposals were as follows:
 
Proposal 1 - The Company’s stockholders elected five directors to serve one-year terms or until their respective successors are duly elected and qualified. The tabulation of votes was:

Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
 
               
Taylor Simonton
 
    2,591,808.492
 
         41,225.269
 
    2,299,877.015
 
               
William F. Owens
 
    2,591,808.492
 
         41,225.269
 
    2,299,877.015
 
               
Andrew S. Miller
 
    2,596,783.761
 
         36,250.000
 
    2,299,877.015
 
               
Timothy J. Keating
 
    2,594,383.761
 
         38,650.000
 
    2,299,877.015
 
               
Ranjit P. Mankekar
 
    2,595,708.492
 
         37,325.269
 
    2,299,877.015
 

 
Proposal 2 - The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.


 
Votes For
 
Votes Against
 
Abstain
 
 
2,568,881.927
 
17,400.000
 
46,751.834
 

 
 
 

 
 
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.
 

  KEATING CAPITAL, INC.  
       
Date:   May 23, 2011
By:
/s/ Timothy J. Keating  
    Timothy J. Keating  
    President and Chief Executive Officer