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): May 25, 2016

 	
Luna Innovations Incorporated
(Exact name of registrant as specified in its charter)

 	

 	
 	 	 	 	 	
Delaware	 	000-52008	 	54-1560050	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
301 1st Street SW, Suite 200
Roanoke, Virginia 24011
(Address of principal executive offices, including zip code)
540-769-8400
(Registrant’s telephone number, including area code)

(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 (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	
At the 2016 Annual Meeting of Stockholders of Luna Innovations Incorporated (“Luna”) held on May 25, 2016, Luna’s stockholders approved four proposals, as proposed in the Proxy Statement, as follows: (i) the election of Richard W. Roedel and John B. Williamson, III as Class I members of the Board of Directors, to serve until Luna’s 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“ Proposal 1 ”); (ii) the approval, on a non-binding, advisory basis, of the compensation of Luna’s named executive officers (“ Proposal 2 ”); (iii) the approval of the 2016 Equity Incentive Plan (“ Proposal 3 ”); and (iv) the ratification of the selection of Grant Thornton LLP as Luna’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (“ Proposal 4 ”).
Proposal 1. Election of Directors
The vote with respect to the election of directors was as follows:

 	FOR	 	WITHHELD	
Richard W. Roedel	7,325,266	 	 	639,773	 	
John B. Williamson, III	7,501,009	 	 	464,030	 	
Proposal 2. Advisory Vote on Executive Compensation
The advisory vote on the compensation of Luna’s named executive officers was as follows:

 	FOR	 	AGAINST	 	ABSTAIN	 	BROKER NON-VOTES	
 	5,861,237	 	 	1,858,833	 	 	244,969	 	 	15,304,130	 	
Proposal 3. Approval of the 2016 Equity Incentive Plan

 	FOR	 	AGAINST	 	ABSTAIN	 	BROKER NON-VOTES	
 	4,850,666	 	 	3,013,668	 	 	100,705	 	 	15,304,130	 	

Proposal 4. Ratification of Selection of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the selection of Grant Thornton LLP as Luna’s independent registered public accounting firm for the year ending December 31, 2016 was as follows:

 	FOR	 	AGAINST	 	ABSTAIN	 	BROKER NON-VOTES	

 	22,446,250	 	 	742,873	 	 	80,046	 	 	—	

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.

Luna Innovations Incorporated	
 	 	 	
By:	 	/s/ Scott A. Graeff	
 	 	Scott A. Graeff
Chief Strategy Officer, Treasurer and Secretary	

Date: May 27, 2016