EXPLANATORY NOTE
This Current Report on Form 8-K/A is filed by Atrion Corporation (the "Company") to amend its Current Report on Form 8-K filed on May 27, 2011 and its Current Report on Form 8-K/A filed on August 19, 2011. This amendment is being filed to disclose the Company's reconsideration of, and change in its decision regarding, how frequently the Company will conduct an advisory vote on the compensation of the Company's executive officers.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously reported, at the Company’s annual meeting of stockholders held on May 26, 2011, the Company’s stockholders voted, on an advisory basis, on the frequency of future advisory voting on the compensation of the Company’s executive officers. At a meeting held on August 16, 2011, the Company’s Board of Directors determined that the Company would hold an advisory vote on the compensation of the Company’s executive officers every three years until the next required vote or the Board of Directors otherwise determined that a different frequency for such advisory voting would be in the best interests of the stockholders of the Company. After further consideration of the frequency of advisory voting on executive compensation, the Company’s Board of Directors, at a meeting held on February 20, 2012, determined that the Company will hold an advisory vote on the compensation of the Company’s executive officers every year, which is the frequency of advisory voting that received a majority of the votes cast at the annual meeting of stockholders held on May 26, 2011, until the next required vote on the frequency of stockholder voting on the compensation of the Company’s executive officers or the Board of Directors otherwise determines that a different frequency for such advisory voting is in the best interests of the stockholders of the Company.