8-K

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): May 17, 2011

LCA-VISION INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27610	11-2882328
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7840 Montgomery Road, Cincinnati, Ohio	45236
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 792-9292

N/A

(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:

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2011 at the Annual Meeting of Stockholders of LCA-Vision Inc., the stockholders approved the 2011 Stock Incentive Plan. A description of the plan is incorporated by reference to Exhibit A to the definitive Proxy Statement of LCA-Vision Inc. for the Annual Meeting of Stockholders held May 17, 2011, included as part of Schedule 14A filed on April 6, 2011.

Item 5.07 Submission of Matters to a Vote of Security Holders

LCA-Vision Inc. held its Annual Meeting of Stockholders on May 17, 2011. The company submitted five matters to the vote of the stockholders. A summary of the matters voted upon by stockholders is set forth below.

1. Stockholders elected each of the five nominees for director to serve for a term to expire at the 2012 Annual Meeting of Stockholders by the following votes:

Name	Votes For		Votes Withheld		Broker Non-Votes
William F. Bahl		11,065,928		269,299		5,082,102
John H. Gutfreund		11,061,816		273,411		5,082,102
John C. Hassan		11,064,662		270,565		5,082,102
Edgar F. Heizer III		11,065,332		269,895		5,082,102
E. Anthony Woods		11,064,080		271,147		5,082,102

2. Stockholders approved the LCA-Vision Inc. 2011 Stock Incentive Plan by the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
8,978,575	2,347,500	9,152	5,082,102

3. Stockholders ratified the appointment of Ernst & Young LLP as the company’s independent auditors for the fiscal year ending December 31, 2011 by the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
16,070,659	260,200	86,470	0

4. Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers by the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
11,193,444	127,189	14,594	5,082,102

5. Stockholders recommended, on an advisory basis that the company conduct future shareholder advisory votes on named executive compensation every year, by the following vote:

1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
9,411,018	28,060	1,862,526	33,623	5,082,102

Based on these results and consistent with the previous recommendation of the Board of Directors, the Board has determined that LCA-Vision will hold an advisory (non-binding) vote on executive compensation on an annual basis.

Item 7.01 Regulation FD Disclosure.

On May 17, 2011, LCA-Vision Inc. issued a press release to report certain information concerning its Annual Meeting of Stockholders and provide a general business update. The text of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	LCA-Vision Inc. 2011 Stock Incentive Plan incorporated by reference to Exhibit A to definitive Proxy Statement of LCA-Vision Inc. for Annual Meeting of Stockholders held May 17, 2011, included as part of Schedule 14A filed on April 6, 2011
99.1	Press release dated May 17, 2011

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.

LCA-VISION INC.

/s/ Michael J. Celebrezze

Michael J. Celebrezze

Senior Vice President of Finance,

Chief Financial Officer and Treasurer

Date: May 17, 2011

EX-99.1

Exhibit 99.1

News Release

LCA-Vision Reports on Annual Meeting of Stockholders

CINCINNATI (May 17, 2011) –LCA-Vision Inc. (NASDAQ: LCAV), a leading provider of laser vision correction services under the LasikPlus^® brand, announces that its stockholders have elected all five Board nominees to the Company’s Board of Directors, each for a one-year term. The directors are:

• William F. Bahl, co-founder and President of Bahl & Gaynor Investment Counsel

• John H. Gutfreund, President of Gutfreund & Co. Inc.

• John C. Hassan, consultant with BSC Ventures

• Edgar F. Heizer III, Chairman of Manus Health Systems, Inc.

• E. Anthony Woods, non-executive Chairman of the Board of LCA-Vision, and Chairman and Chief Executive Officer of SupportSource, LLC

LCA-Vision stockholders also approved the LCA-Vision Inc. 2011 Stock Incentive Plan; approved the advisory vote on executive compensation; voted for the company to hold the advisory vote on the executive compensation annually, and voted in favor of the appointment of Ernst & Young LLP as the company’s independent auditors for the fiscal year ending December 31, 2011.

“We are seeing tangible improvements in our financial and operational performance and we are optimistic about our future prospects,” Mr. Woods stated in his comments about LCA-Vision’s business. “We have now reported two consecutive quarters of growth in same-store procedure volume and sustained improvement in our key operational metrics. Also with our recently announced first quarter financial results, we reported a profit for the first time in three years, although the quarter results benefited from seasonal employee flex account spending. Importantly, LCA is gaining market share. We attribute these achievements to the recovering economy, higher consumer confidence levels and the many actions taken by LCA management and our entire staff to improve our operations during the recent economic downturn. We are now positioned to grow revenues as the economic recovery progresses, albeit at a slow and unsteady pace.

“We also are taking actions to maximize shareholder value by diversifying our business to provide additional revenue streams and diminish the impact of future downturns. Our initial focus is on strategic opportunities that utilize our numerous resources, including our core expertise in eye health and extensive knowledge in multi-site operations. We have already implemented the sale of over-the-counter eye drops throughout our LasikPlus^® network and recently began testing a management services program for partnering with private-practice eye care providers. Later this year we plan to evaluate a cataract and premium IOL surgery offering that addresses a significant growth opportunity as our population ages.”

Corporate Websites: http://www.lca-vision.com • http://www.lasikplus.com   Corporate Headquarters: 7840 Montgomery Road • Cincinnati OH 45236

Forward-Looking Statements

This news release contains forward-looking statements based on current expectations, forecasts and assumptions of LCA-Vision that are subject to risks and uncertainties. The forward-looking statements in this release are based on information available to the company as of the date hereof. Actual results could differ materially from those stated or implied in the forward-looking statements due to risks and uncertainties associated with its business. In addition to the risk factors discussed in the company’s Form 10-K and other filings with the Securities and Exchange Commission, there are a number of other risks and uncertainties associated with its business, including, without limitation, the successful execution of cost effective marketing strategies to drive patients to its vision centers; the impact of low consumer confidence and discretionary spending; competition in the laser vision correction industry; the company’s ability to attract patients; the possibility of adverse outcomes or long-term side effects of laser vision correction and negative publicity regarding laser vision correction; the company’s ability to operate profitable vision centers and retain qualified personnel during periods of lower procedure volumes; the continued availability of non-recourse third-party financing for its patients on terms similar to what it has paid historically; and the future value of revenues financed by the company and its ability to collect on such financings, which will in turn depend on a number of factors, including the consumer credit environment and the company’s ability to manage credit risk related to consumer debt, bankruptcies and other credit trends.

Further, the FDA’s advisory board on ophthalmic devices currently is reviewing concerns about post-LASIK quality of life matters, and the FDA has begun a major new study on LASIK outcomes and quality of life that is expected to end in 2012. The FDA or another regulatory body could take legal or regulatory action against the company or others in the laser vision correction industry. The outcome of this review or legal or regulatory action could potentially impact negatively the acceptance of LASIK. In addition, the acceptance rate of new technologies and our ability to implement successfully new technologies on a national basis create additional risk. Except to the extent required under the federal securities laws and the rules and regulations promulgated by the Securities and Exchange Commission, the company assumes no obligation to update the information included in this news release, whether as a result of new information, future events or circumstances, or otherwise.

About LCA-Vision Inc./LasikPlus^®

LCA-Vision Inc., a leading provider of laser vision correction services under the LasikPlus^® brand, operates 53 LasikPlus^® fixed-site laser vision correction centers in 26 states and 41 markets in the United. Additional company information is available at www.lca-vision.com and www.lasikplus.com.

Earning Trust Every Moment;

Building Relationships for a Lifetime.

For Additional Information

Company Contact:	Investor Relations Contact:
Barb Kise	Jody Cain
Investor Relations	Lippert/Heilshorn & Associates
513-792-9292	310-691-7100

# # #

Corporate Websites: http://www.lca-vision.com • http://www.lasikplus.com   Corporate Headquarters: 7840 Montgomery Road • Cincinnati OH 45236

- 2 -