| 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 31, 2012 | ||
| INSITE VISION INCORPORATED | ||
| (Exact Name of Registrant as Specified in Charter) | ||
| Delaware | ||
| (State or Other | ||
| Jurisdiction | ||
| of Incorporation) | ||
| 0-22332 | 94-3015807 | |
| (Commission File No.) | (I.R.S. Employer | |
| Identification No.) | ||
| 965 Atlantic Ave., | 94501 | |
| Alameda, California | (Zip Code) | |
| (Address of Principal | ||
| Executive Offices) | ||
|
(510) 865-8800 (Registrant’s Telephone Number, Including Area Code) |
Not Applicable
(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:
[] 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 May 31, 2012, InSite Vision Incorporated (the "Company”) held its 2012 annual meeting of stockholders. The matters voted on by the Company’s stockholders and the voting results are as follows:
| 1. Election of Directors. All six nominees for director were elected. | ||||||
| Name | Shares For | Shares Withheld | Broker Non-Votes | |||
| Timothy McInerney | 44,613,368 | 16,646,457 | 52,554,199 | |||
| Brian Levy, O.D. M.Sc. | 49,558,450 | 11,701,375 | 52,554,199 | |||
| Robert O'Holla | 48,551,768 | 12,708,057 | 52,554,199 | |||
| Timothy Ruane | 48,499,205 | 12,760,620 | 52,554,199 | |||
| Craig Tooman | 48,550,023 | 12,709,802 | 52,554,199 | |||
| Anthony J. Yost | 48,260,173 | 12,999,652 | 52,554,199 | |||
2. Ratification of the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The appointment of Burr Pilger Mayer, Inc. was ratified.
| Shares | ||||
| Shares For | Shares Against | Abstained | ||
| 111,720,164 | 1,305,090 | 788,770 |
3. Advisory resolution relating to our named executive officer compensation. The resolution on named executive officer compensation was not approved.
| Shares | Shares | Broker | ||||
| For | Shares Against | Abstained | Non-Votes | |||
| 30,015,123 | 21,087,986 | 10,156,716 | 52,554,199 |
4. Approval of a contingent amendment to Article 4 of the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock. The proposal was not approved.
| Shares | Shares | Broker | ||||
| For | Shares Against | Abstained | Non-Votes | |||
| 47,089,582 | 14,117,628 | 52,615 | 52,554,199 |
|
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.
|
Date: June 1, 2012 |
|
INSITE VISION, INC. |
| By: | /s/ Louis Drapeau | |
| Name: | Louis Drapeau | |
| Title: | Chief Financial Officer |