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

Gen-Probe Incorporated

(Exact Name of Registrant as Specified in Charter)

Delaware		000-49834		33-0044608
(State or Other Jurisdiction of		(Commission		(I.R.S. Employer
Incorporation)		File Number)		Identification No.)

10210 Genetic Center Drive
San Diego, CA		92121
(Address of Principal Executive Offices)		(Zip Code)

(858) 410-8000
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K 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 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 a Vote of Security Holders.

     On May 13, 2010, Gen-Probe Incorporated (the “Company”) held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”). Stockholders of record at the close of business on March 19, 2010 were entitled to notice of, and to vote in person or by proxy at, the Annual Meeting. As of this record date, there were 49,737,845 shares of common stock outstanding and entitled to vote at the Annual Meeting.

     Set forth below are voting results for the three proposals that were subject to a vote of the Company’s stockholders at the Annual Meeting:

1)

The election of three nominees for director to serve a three-year term expiring at the Company’s 2013 Annual Meeting of Stockholders:

Director Nominee		For				Against				Abstain				Broker Non-Votes
Carl W. Hull			40,041,107				886,781				99,093				2,163,342
Armin M. Kessler			39,468,003				1,541,134				17,844				2,163,342
Lucy Shapiro, Ph.D.			40,088,731				934,675				3,575				2,163,342

2)

To ratify the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent auditors for its fiscal year ending December 31, 2010:

For		Against		Abstain		Broker Non-Votes
40,821,218		2,356,069		13,036		0

3)

To ratify the Board of Directors’ election of Brian A. McNamee, M.B.B.S. to the Company’s Board of Directors:

For		Against		Abstain		Broker Non-Votes
40,303,747		703,250		19,984		2,163,342

     No other matters were subject to a vote of the Company’s stockholders at the Annual Meeting.

SIGNATURE

     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.