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): April 27, 2012

FLIR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

OREGON    0-21918    93-0708501 
(State or other jurisdiction of    (Commission File Number)    (I.R.S. Employer 
incorporation)        Identification No.) 

27700 SW Parkway Avenue Wilsonville, Oregon 97070 (503) 498-3547

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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)

[ ] 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

The Company’s annual meeting of shareholders was held on April 27, 2012, at which the following persons were elected to the Board of Directors by a vote of shareholders, by the votes and for the terms indicated:

        Vote         



        Withheld    Broker    Term 
Director    For    Authority    Non-Votes    Ending 





 
Earl R. Lewis    121,893,537     8,429,285    5,952,938    2015 
Steven E. Wynne    123,556,869     6,765,953    5,952,938    2015 

The proposal to approve the adoption of the 2012 Executive Bonus Plan was approved by a vote of shareholders by the following votes:

            Broker 
For    Against    Abstain    Non-votes 




125,112,701    5,132,308    77,528    5,953,223 

The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved by the following votes:

For    Against    Abstain 



131,212,821    3,932,067    1,130,872 

The shareholders of the Company approved the non-binding advisory vote relating to a proposed declassification of the Board of Directors by the votes below. The Corporate Governance Committee of the Board of Directors will review further the proposal, taking into account these results.

            Broker 
For    Against    Abstain    Non-votes 




106,783,636    22,206,691    1,332,210    5,953,223 

The shareholders of the Company approved the non-binding advisory vote relating to a proposed majority vote standard for non-contested elections of directors by the votes below. The Corporate Governance Committee of the Board of Directors will review further the proposal, taking into account these results.

            Broker 
For    Against    Abstain    Non-votes 




75,263,811    53,746,429    1,312,582    5,952,938 


SIGNATURE

     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 on May 2, 2012.

FLIR SYSTEMS, INC.
(Registrant)

By    \s\ Anthony L. Trunzo 

    Anthony L. Trunzo 
    Sr. Vice President, Finance and 
Chief Financial Officer