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): June 8, 2011

DUSA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

New Jersey (State or other jurisdiction of incorporation)		001-31533 (Commission File Number)		22-3103129 (IRS Employer Identification Number)

25 Upton Drive
Wilmington, Massachusetts 01887
(Address of principal executive offices, including ZIP code)

(978) 657-7500
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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 Securities 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 a Vote of Security Holders

     (a) The Registrant held its Annual Meeting of Shareholders on June 8, 2011.

     (b) Proxies for the Annual Meeting of Shareholders were solicited pursuant to Regulation 14A of the Exchange Act; there was no solicitation in opposition to management’s nominees for directors as listed in the Proxy Statement and all such nominees were elected. The final results of the voting for eight directors for a term until the 2012 Annual Meeting of Shareholders are set forth below:

Proposal No. 1 — Election of Directors

		Votes For		Withheld		Broker non-votes
Alfred Altomari		13,661,216		216,692		0
David M. Bartash		13,359,796		518,112		0
Alexander W. Casdin		9,863,921		4,013,987		0
Robert F. Doman		13,658,064		219,844		0
Jay M. Haft, Esq.		13,359,452		518,456		0
Paul J. Hondros		13,658,068		219,840		0
Magnus Moliteus		13,382,598		495,310		0
David M. Wurzer, CPA		13,659,590		218,318		0

     Described below are the other matters voted upon at the Annual Meeting of Shareholders and the final number of affirmative votes, negative votes, abstentions, broker non-votes and preference related to non-binding advisory votes.

Approval of the Company’s 2011 Amended and Restated Equity Compensation Plan, which is an amendment and restatement of the Company’s 2006 Equity Compensation Plan, as amended.

Votes For		Votes Against				Abstentions				Broker non-votes
12,642,263			1,209,958				25,688				6,511,612

Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Registrant for the fiscal year ending December 31, 2011.

Votes For		Votes Against				Abstentions				Broker non-votes
20,264,634			78,630				46,257				0

The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

Votes For		Votes Against				Abstentions				Broker non-votes
13,751,073			89,436				37,399				6,511,613

The shareholders indicated their preference, on a non-binding advisory basis, to conduct future advisory votes on executive compensation annually.

Every 1 Year		Every 2 Years				Every 3 Years				Abstentions				Broker non-votes
13,559,075			94,444				204,313				20,077				6,511,612

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.