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- September 30, 2016
(Date of earliest event reported)

US GEOTHERMAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 333-117287 84-1472231
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification)

390 E Parkcenter Blvd, Suite 250, Boise, Idaho 83706
(Address of principal executive offices) (Zip Code)

208-424-1027
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] 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 5.02

 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth below under Item 5.07 regarding the approval of the 2009 Stock Incentive Plan (the “Plan”) is incorporated herein by reference. A summary of the Plan was provided in the Company's definitive proxy statement (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission on August 19, 2016, and is incorporated herein by reference to the Proxy Statement and qualified in its entirety by reference to the full text of the Plan, a copy of which is attached to the Proxy Statement.

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

At the annual meeting (the “Annual Meeting”) of shareholders of the Company held on September 30, 2016, the shareholders of the Company: (1) elected each of the seven director nominees set forth below to serve as a director of the Company until the next annual meeting of shareholders and until a successor is elected and qualified; (2) ratified the appointment of Moss Adams LLP as the Company’s independent auditor for the fiscal year ending December 31, 2016; (3) approved the 2009 Stock Incentive Plan, and (4) approved the execution of a stock share consolidation at an exchange ratio of 1-for-2 to 1-for-6 at the sole discretion of the Board of Directors. The final voting results of each of the proposals submitted to a vote of the shareholders of the Company at the Annual Meeting are set forth below.

  (1)

To elect the following seven directors, each to serve until the next annual meeting of shareholders and until a successor is elected and qualified:


            Number of Shares        
      Voted For     Vote Withheld     Broker Non-Votes  
  Dennis J. Gilles   49,597,783     755,563     34,043,933  
  Douglas J. Glaspey   49,679,989     673,357     34,043,933  
  Randolph J. Hill   49,633,575     719,771     34,043,933  
  Paul A. Larkin   42,088,199     8,265,147     34,043,933  
  Leland L. Mink   46,575,863     3,777,483     34,043,933  
  James C. Pappas   49,654,664     698,682     34,043,933  
  John H. Walker   46,301,878     4,051,468     34,043,933  

  (2)

To ratify the continued appointment of Moss Adams LLP as the Company’s independent auditor for the fiscal year ending December 31, 2016:


   Number of Shares   
      Voted           Broker Non-  
  Voted For   Against     Abstain     Votes  
  83,240,457   695,267     461,555     N/A  



  (3)

Approval of the 2009 Stock Incentive Plan:


  Number of Shares  
      Voted           Broker Non-  
  Voted For   Against     Abstain     Votes  
  42,669,500   6,984,013     699,833     34,043,933  

  (4)

Approval of a resolution to execute a stock share consolidation at an exchange ratio of 1- for-2 to 1-for-6 at the sole discretion of the Board of Directors:


   Number of Shares   
      Voted           Broker Non-  
  Voted For   Against     Abstain     Votes  
  69,232,907   14,067,545     1,096,827     N/A  

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.

Dated: October 3, 2016      U.S. Geothermal Inc.
   
By:

/s/ Kerry D. Hawkley

       Kerry D. Hawkley
     Chief Financial Officer