Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2011.

Commission File Number 000-51341


Gentium S.p.A. 
 (Translation of registrant’s name into English)

Piazza XX Settembre 2, 22079 Villa Guardia (Como), Italy 
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F S  Form 40-F □

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes □  No S

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-_______________.
 
 
 
 

 
The following information is being furnished pursuant to General Instruction B to the General Instructions of the Form 6-K.

Below are the results of the ordinary and extraordinary meeting of shareholders of Gentium S.p.A. (the “Company”) held on May 9, 2011.

At the ordinary shareholders’ meeting, all of the resolutions were approved. The voting results of the ordinary shareholders’ meeting were as follows:

Resolution
  
For
    
Against
    
Abstain
    
Total
  
Approve the 2010 Italian GAAP financial statements of the Company and related documents and allocate the annual operating profits to the Company’s net worth reserve.
    
10,620,351
      
320
      
36,072
      
10,656,743 
  
To set the number of members of the Board of Directors and elect the following individuals as members of the Board of Directors of the Company for the 2011/12 term:
                                
   a. Gigliola Bertoglio
    
10,623,053
      
2,627
      
31,063
      
10,656,743
  
   b. Marco Codella
    
10,624,053
      
1,627
      
31,063
      
10,656,743
  
   c. Glenn Cooper
    
10,609,037
      
16,143
      
31,563
      
10,656,743
  
   d. Laura Ferro
    
10,371,353
      
254,327
      
31,063
      
10,656,743
  
   e. Khalid Islam
    
10,615,935
      
5,745
      
35,063
      
10,656,743
  
   d. Bobby Sandage, Jr.
    
10,621,080
      
4,600
      
31,063
      
10,656,743
  
Approve compensation package for each director of the Company.
    
9,719,684
      
35,277
      
901,782
      
10,656,743
  
Approve the engagement of Reconta Ernst & Young, S.p.A. as the Company’s independent auditor for U.S. and Italian financial statements, and approve compensation to such auditor.
    
10,620,263
      
5,908
      
30,572
      
10,656,743
  


At the extraordinary shareholders’ meeting, all of the resolutions were approved. The voting results of the extraordinary shareholders’ meeting were as follows:

Resolution
  
For
    
Against
    
Abstain
    
Total
  
To amend the previous resolution of the Extraordinary Shareholders’ Meeting held on April 27, 2007 and to increase the capital of the Company in cash by a maximum amount of €2,200,000 for the issuance of stock options. To grant the Chairman of the Board of Directors with the power to carry out all the necessary formalities in order to implement the above resolution.
    
9,720,080
      
904,791
      
31,872
      
10,656,743
  
To update and amend Article 6 of the Company’s bylaws in order to confirm the previously granted powers of the Board of Directors, to increase the capital of the Company, issue convertible bonds and, in each case, exclude or limit the option right of the shareholders if in the interest of the Company. To grant the Chairman of the Board of Directors with the power to carry out all the necessary formalities in order to implement the above resolutions.
    
8,423,256
      
2,200,422
      
33,065
      
10,656,743
  


 
2
 
 

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.
 
 
 
GENTIUM S.P.A.
  
       
 
By:
/s/ Khalid Islam  
    Name: Khalid Islam  
    Title: Chief Executive Officer  
       
 
Date: May 10, 2011
 
 
3