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) December 13, 2012
 
GREEN EARTH TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
000-53797
 
26-0755102
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
1136 Celebration Boulevard, Celebration, Florida 34747
 (Address of principal executive office) (Zip Code)
 
(877) 438-4761
 (Address of principal executive office) (Zip 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 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 Vote of Security Holders.

On December 13, 2012 Green Earth Technologies, Inc., a Delaware corporation (the “Company”) held its 2012 Annual Meeting of Stockholders.  At that meeting: (i) stockholders elected one Class I director to serve until the 2015 annual meeting of the Company’s stockholders or until his successor has been elected and qualified (“Election of Director”); (ii) stockholders provided advisory approval of the appointment of independent auditors for fiscal year 2013 (“Appointment of Auditors”); and (iii) the amendment of the Company’s certificate of incorporation (the “Charter Amendment”) was not obtained, although a majority of the stockholders voting at the meeting voted in favor of the Charter Amendment, because approval of the proposal required a favorable vote of more than 50% of  shares outstanding and eligible to vote at the meeting.

The specific votes with respect to aforementioned were as follows::

1.  
Election of Director:
 
NAME
 
VOTES
 
FOR
 
WITHHELD
 
BROKER NON-VOTES
Walter Raquet
 
66,413,618
 
30,990,347
 
0
 
2.  
Charter Amendment:
 
VOTES
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
56,072,337
 
39,322,128
 
2,009,500
 
0
 
3.  
Appointment of Auditors:
 
VOTES
FOR
 
AGAINST
 
ABSTAIN
66,730,297
 
30,669,668
 
4,000


* * * * *

 
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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 hereunto duly authorized.

 
GREEN EARTH TECHNOLOGIES, INC.
 
       
Dated:  December 13, 2012
By:
/s/ Greg Adams  
    Greg Adams  
    Chief Operating Officer and Chief Financial Officer  
       

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