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GUIDED THERAPEUTICS INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 20, 2014



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

On June 20, 2014, the Company held its annual meeting of stockholders in Atlanta, Georgia. As of the record date, April 24, 2014, there were 72,172,331 shares of Common Stock and 1,737 shares of Series B preferred stock (common stock equivalent being 4,342,500 shares), voting on an as-converted basisentitled to vote at the annual meeting. Represented at the meeting in person or by proxy were 60,121,438 votes representing 79 percent of the total shares of Common Stock entitled to vote at the meeting.

The purpose of the meeting was to elect six directors, amend our Certificate of Incorporation to increase the number of authorized shares of our common stock to a total of 195,000,000 shares, the non-binding, advisory approval of the compensation of the Company's named executive officers and to ratify the appointment of UHY, LLP as the Company's independent auditors for fiscal year 2014. The following table sets forth the results of the vote on the matters:

Proposal Votes



Gene S. Cartwright, Ph.D. For 33,358,541

Against 30,459 Abstain 26,706 Non Votes 26,705,732 Ronald W. Hart, Ph.D. For 20,940,509 Against 12,185,269 Abstain 289,928 Non Votes 26,705,732 John E. Imhoff, M.D. For 23,600,286 Against 3,158,746 Abstain 6,656,674 Non Votes 26,705,732 Michael C. James For 21,421,967 Against 10,441,768 Abstain 1,551,971 Non Votes 26,705,732



Jonathan M. Niloff, M.D. For 20,907,240

Against 4,599,156 Abstain 7,909,310 Non Votes 26,705,732



Linda Rosenstock, M.D. For 20,386,621

Against 11,486,464 Abstain 1,542,621 Non Votes 26,705,732 2 Increase Shares For 45,432,993 Against 13,649,900 Abstain 1,038,545 Non Votes 0



Executive Compensation For 22,928,596

Against 2,716,137 Abstain 1,383,423 Non Votes 26,705,732 Uncast 6,137,550 Auditors For 56,749,182 Against 1,811,753 Abstain 1,560,503 Non Votes 0 3


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Source: Edgar Glimpses


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