DC8764.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

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 (Date of earliest event reported): April 23, 2010

FLIR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

OREGON    0-21918    93-0708501 
(State or other jurisdiction of    (Commission File Number)    (I.R.S. Employer 
incorporation)        Identification No.) 

27700 SW Parkway Avenue Wilsonville, Oregon 97070 (503) 498-3547

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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:

[ ] 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s annual meeting of shareholders was held on April 23, 2010, at which the following persons were elected to the Board of Directors by a vote of shareholders, by the votes and for the terms indicated:

        Vote         



        Withheld    Broker    Term 
Director    For    Authority    Non-Votes    Ending 





John D. Carter    115,531,589    5,334,349    9,570,776    2013 
Michael T. Smith    119,452,414    1,413,524    9,570,776    2013 
John W. Wood, Jr.    120,165,794    700,144    9,570,776    2013 

In addition, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 was approved by the following votes:

For    Against    Abstain 



124,019,374    5,974,102    443,238 


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 thereunto duly authorized on April 29, 2010.

FLIR SYSTEMS, INC.
(Registrant)

By    \s\ Stephen M. Bailey 

    Stephen M. Bailey 
    Sr. Vice President, Finance and 
Chief Financial Officer