Form 8-K

Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2010

(Exact name of registrant as specified in its charter)

Delaware   000-52091   87-0455038
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
1900 Lake Park Drive, Suite 380
Smyrna, Georgia
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (678) 384-7220

(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))





This Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Registrant”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of the stockholders on August 24, 2010. The Company received proxies totaling approximately 85% of its issued and outstanding shares of common stock representing 13,314,053 shares of common stock, as of the record date. The stockholders voted on the following proposals and the results of the voting are presented below.
Election of Directors
Our stockholders approved the slate of directors consisting of seven members to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified. There were a total of 4,936,312 broker non-votes on this item.
Nominee   For     Withheld  
Steven S. Antebi
    8,010,084       338,657  
David A. Dodd
    8,289,168       59,573  
Donald G. Hildebrand
    8,221,175       127,566  
Dean G. Kollintzas
    8,288,239       60,502  
Robert T. McNally
    8,218,478       130,263  
Harriet L. Robinson
    8,273,241       75,500  
John N. Spencer, Jr.
    8,286,076       62,665  
Ratification of Independent Auditor
Our stockholders approved the ratification of Porter Keadle Moore LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010.
For   Against   Abstain
  193,370   141,097




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 26, 2010
  By:   /s/ Mark W. Reynolds    
    Mark W. Reynolds   
    Chief Financial Officer