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): June 8, 2011

GENEREX BIOTECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-29169	98-0178636
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

33 Harbour Square, Suite 202, Toronto, Ontario Canada	M5J 2G2
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (416) 364-2551

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 5.07.  Submission of Matters to a Vote of Security Holders.

On June 8, 2011, Generex Biotechnology Corporation (the “Company”) held its Annual Meeting in New York, New York.  The following proposals were submitted to the stockholders at the Annual Meeting:

1. To elect six directors;

2. To conduct an advisory vote on executive compensation;

3. To conduct an advisory vote on the frequency of a stockholder vote on executive compensation;

4. To ratify the appointment of MSCM LLP as independent public accountants for the year ending July 31, 2011;

5. To approve an amendment to the Company’s Restated Certificate of Incorporation to effect, at any time prior to December 7, 2012, a reverse stock split of the common stock at an exchange ratio to be determined and to proportionately reduce the number of shares of the common stock authorized for issuance (the implementation of the reverse stock split, ratio and timing of which will be subject to (i) the discretion of the Board of Directors and (ii) the approval of the Company’s application for listing on a U.S. national stock exchange contingent only upon the Company meeting the minimum share price requirement of such exchange);

6. To approve the adjournment of the annual meeting, if necessary, to solicit additional proxies to vote in favor of the proposal set forth in Item 5; and

7. To conduct any other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Only stockholders of record as of the close of business on April 11, 2011 were entitled to vote at the Annual Meeting.  As of April 11, 2011, 295,027,282 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting.  At the Annual Meeting, 223,546,649 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum.

The votes with respect to the proposals are set forth below.

(1) Elect the Directors of the Company to serve until the 2013 Annual Meeting:

The following nominees were elected as directors to serve until the 2013 Annual Meeting by the votes indicated below:

Name of Director Nominees	For	Withheld	Abstain	Broker Non-Votes
John P. Barratt	94,712,992	14,235,261	4,928,023	112,122,304
Nola E. Masterson	87,241,225	23,071,738	3,563,313	112,122,304
Brian T. McGee	94,788,797	14,129,829	4,957,650	112,122,304
Mark A. Fletcher	94,658,006	14,980,662	4,237,608	112,122,304
James H. Anderson, Jr.	98,546,011	10,920,557	4,409,708	112,122,304
Eric Von Hofe, Ph.D.	104,040,596	5,607,289	4,228,391	112,122,304

(2) Advisory vote on compensation (Say-on-Pay)

The allocation of votes for the non-binding advisory vote to approve the compensation of the Company’s named executive officers (“say on pay”) was as follows:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
86,906,056	22,499,316	4,470,904	112,122,304

(3) Advisory vote on the frequency of future advisory votes on compensation

The allocation of votes for the non-binding advisory vote on the frequency of future “say on pay” advisory votes was as follows:

ANNUAL	BIENNIAL	TRIENNIAL	ABSTAIN	BROKER NON-VOTES
27,004,745	65,422,194	12,655,613	8,793,724	112,122,304

Based on these voting results, the Company will hold a non-binding advisory vote on the compensation of its named executive officers every two years until the next stockholder vote on the frequency of “say on pay” votes. A stockholder vote on the frequency of non-binding “say on pay” advisory votes is required to be held at least once every six years.

(4) Ratification of the appointment of MSCM LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2011:

The proposal to ratify the appointment of MSCM LLP as the Company’s independent registered public accountant for fiscal year ending July 31, 2011 was approved by the votes indicated below. There were no broker non-votes on this proposal.

FOR	AGAINST	ABSTAIN
210,531,985	7,114,433	5,900,231

(5) Reverse Stock Split Proposal:

The Reverse Stock Split Proposal was approved as 60.33% of the outstanding common stock voted in favor of the Reverse Stock Split Proposal and a vote of at least 50% of the outstanding common stock in favor of the proposal was required to approve it.  There were no broker non-votes on this proposal.

FOR	AGAINST	ABSTAIN
179,620,397	43,322,936	603,316

(5) Proposal to approve an adjournment if necessary:

The Adjournment Proposal was approved.

FOR	AGAINST	ABSTAIN
178,559,325	42,744,164	2,243,160

A copy of the press release announcing the results of the Annual Meeting is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01		Financial Statements and Exhibits
(d)	Exhibits.	The following material is filed as an exhibit to this Form 8-K.
	Exhibit 99.1	Press release of Generex Biotechnology Corporation, dated June 10, 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 thereunto duly authorized.

	GENEREX BIOTECHNOLOGY CORPORATION.
Date: June 10, 2011	/s/ Mark A. Fletcher
	Mark A. Fletcher
	President and Chief Executive Officer

 Exhibit Index

Exhibit Number	Description
99.1	Press release of Generex Biotechnology Corporation dated June 10, 2011

EX-99.1

Generex Announces Results of Annual Stockholders’ Meeting

WORCESTER, MA & TORONTO, CANADA, June 10, 2011 (PRNewswire) – Generex Biotechnology Corporation (OTCBB:  GNBT) (www.generex.com) today announced the results of the Company’s annual meeting of stockholders held on June 8, 2011.

At the annual meeting of stockholders, the following directors were elected to serve on the Board of Directors until the next annual meeting of stockholders:  John Barratt, Brian McGee, Nola Masterson, Mark Fletcher, Dr. James Anderson, and Dr. Eric Von Hofe, Ph.D.  Stockholders also ratified the appointment of MSCM LLP as the Company’s independent registered public accounting firm for the year ending July 31, 2011.

In addition, the stockholders supported the Company’s non-binding resolutions on the Company’s executive compensation policies and practices and the Board of Director’s recommendation to hold an advisory vote on executive compensation every two years.

The proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split was approved by the stockholders.  As stated in the proposal, the reverse stock split will only be effected if the Company's application for listing on a U.S. national stock exchange is approved contingent only upon the Company meeting the minimum share price requirement of such exchange.  The Company has not yet made any application to an exchange on those terms.  If the requisite conditions are met, the reverse stock split may be effected at any time prior to December 7, 2012.

“More than 75% of the Company’s stock was voted at this meeting,” commented Mark Fletcher, the Company’s President & Chief Executive Officer.  “For a company with more than 37,000 stockholders, none of whom hold in excess of 5% of the outstanding stock, and more than 295 million shares outstanding, the voter turnout here is nothing short of remarkable.”  Mr. Fletcher continued, “I note that more than 80% of the shares voted were in favour of the reverse stock split.  This vote is an endorsement of the new Generex management team and Board of Directors, and provides a clear mandate to proceed with the development plan unveiled by the Company on March 30, 2011.”

About Generex Biotechnology Corporation

Generex is engaged in the research, development, and commercialization of drug delivery systems and technologies.  Generex has developed a proprietary platform technology for the delivery of drugs into the human body through the oral cavity (with no deposit in the lungs).  The Company's proprietary liquid formulations allow drugs typically administered by injection to be absorbed into the body by the lining of the inner mouth using the Company's proprietary RapidMist™ device.  The Company's buccal insulin spray product, Generex Oral-lyn™ is in Phase III clinical trials at several sites around the world.  Antigen Express, Inc. is a wholly owned subsidiary of Generex.  The core platform technologies of Antigen Express comprise immunotherapeutic vaccines for the treatment of malignant, infectious, allergic, and autoimmune diseases.  Antigen Express has pioneered the use of specific CD4+ T helper stimulation in immunotherapy.  One of its platform technologies relies on inhibition of expression of the Ii protein.  Antigen Express scientists, and others, have shown clearly that suppression of expression of the Ii protein in cancer cells allows for potent stimulation of T helper cells and prevents the further growth of cancer cells.  For more information, visit the Generex website at www.generex.com or the Antigen Express website at www.antigenexpress.com.

Cautionary Note Regarding Forward-Looking Statements

This release and oral statements made from time to time by Generex representatives in respect of the same subject matter may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements can be identified by introductory words such as "expects," "plan," "believes," "will," "achieve," "anticipate," "would," "should," "subject to" or words of similar meaning, and by the fact that they do not relate strictly to historical or current facts.  Forward-looking statements frequently are used in discussing potential product applications, potential collaborations, product development activities, clinical studies, regulatory submissions and approvals, and similar operating matters. Many factors may cause actual results to differ from forward-looking statements, including inaccurate assumptions and a broad variety of risks and uncertainties, some of which are known and others of which are not.  Known risks and uncertainties include those identified from time to time in the reports filed by Generex with the Securities and Exchange Commission, which should be considered together with any forward-looking statement.  Risks and uncertainties relating to the proposed reverse stock split include the risks that (1) Generex will not meet the standards for listing its common stock on a national stock exchange; and (2) Generex will not meet or sustain the minimum share price requirement of a national stock exchange.  No forward-looking statement is a guarantee of future results or events, and one should avoid placing undue reliance on such statements.  Generex undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Generex cannot be sure when or if it will be permitted by regulatory agencies to undertake additional clinical trials or to commence any particular phase of clinical trials.  Because of this, statements regarding the expected timing of clinical trials or ultimate regulatory approval cannot be regarded as actual predictions of when Generex will obtain regulatory approval for any "phase" of clinical trials or when it will obtain ultimate regulatory approval by a particular regulatory agency.  Generex claims the protection of the safe harbor for forward-looking statements that is contained in the Private Securities Litigation Reform Act.

Generex Contacts:

Investor Relations Contacts:

Generex Biotechnology Corporation

Todd Falls

800-391-6755

Seahawk Capital Partners, Inc.

Joseph Moscato

646-599-6222

Media Contact:

Beckerman Public Relations

Jerry Schranz

201-465-8020

jschranz@beckermanpr.com