8-K

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

June 9, 2009

Date of Report (date of earliest event reported)

SENORX, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-33382	33-0787406
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3 Morgan, Irvine, California 92618

(Address of principal executive offices)

(949) 362-4800

(Registrant’s telephone number, including area code)

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 8.01.  Other Events.

At its meeting held on June 9, 2009, the Board of Directors of SenoRx, Inc. took the following actions effective immediately:

Appointment of Chairman of the Board of Directors

The Board appointed Lloyd H. Malchow, our current President, Chief Executive Officer and Director, as Chairman of the Board.  Mr. Malchow will receive no additional compensation for serving as Chairman.

Appointment of Lead Independent Director

The Board appointed A. Thomas Bender, an independent director, to the newly-created position of Lead Independent Director. Mr. Bender will receive no additional compensation for serving as Lead Independent Director. Mr. Bender will also continue to serve as the Chair of our Compensation Committee.  

Creation of Nominating and Corporate Governance Committee

The Board formed a Nominating and Corporate Governance Committee comprised of three independent directors and adopted a charter for this committee. The members of this committee are Vickie L. Capps (Chair), John L. Erb and Frederick J. Dotzler.  The Board has delegated to this committee authority over corporate governance generally, Board composition, evaluation and nominating activities, Board committee composition and conflicts of interest. A copy of this committee’s charter is attached hereto as Exhibit 99.1 and will be available on our website at www.senorx.com. We have previously disclosed the compensation that we will pay for participation on this committee.

Background information related to these corporate governance updates

Before the creation of this new committee, all of the independent members of our Board were responsible for nominating and corporate governance affairs. Following a formal Board self-assessment procedure that we conducted last year, management was guided to begin analyzing possible changes to our nominating and corporate governance oversight process. As we are now becoming a larger and more mature company, we determined that this was now the appropriate time to formalize these responsibilities and delegate to a specific sub-set of our Board by creating the Nominating and Corporate Governance Committee. During this process of self-assessment and analysis, we also determined that it was appropriate to create the position of Lead Independent Director within our Board. These changes, together with the appointment of Mr. Malchow as the Chairman of our Board, are all part of our long-term succession planning strategy and institutionalizing the responsibility over such matters.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	SenoRx, Inc. Nominating and Corporate Governance Committee Charter.

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.

	SENORX, INC.
Date:  June 11, 2009	By:	/s/ Kevin J. Cousins
		Kevin J. Cousins
		Chief Financial Officer,Vice President, Finance

EX-99.1

Exhibit 99.1

CHARTER OF THE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

OF THE BOARD OF DIRECTORS OF

SENORX, INC.

(As adopted June 9, 2009)

I. PURPOSE:

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of SenoRx, Inc. (the “Company”) shall be to review and make recommendations to the Board on matters concerning corporate governance; Board composition; identification, evaluation and nomination of director candidates; Board committees; Board compensation and conflicts of interest.

In furtherance of these purposes, the Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.

II. MEMBERSHIP:

The Committee members shall be appointed by, and shall serve at the discretion of, the Board.  The Board may designate one member of the Committee as its chair.  The Committee may form and delegate authority to subcommittees when appropriate. Members of the Committee may be composed of directors of the Company who are independent as determined in accordance with rules of the Nasdaq Stock Market (the “Nasdaq Rules”).

III. RESPONSIBILITIES AND DUTIES:

The responsibilities and duties of the Committee shall include:

Corporate Governance Generally

· Reviewing annually the principles of corporate governance approved by the Board to ensure that they remain relevant and are being complied with, recommending changes to the Board as necessary;

· Reviewing proposed changes to the Company’s Amended and Restated Certificate of Incorporation and Bylaws and making recommendations to the Board;

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· Determining the manner in which stockholders may send communications to the Board (as a whole or individually), as well as the process by which stockholder communications will be relayed to the Board and what the Board’s response, if any, should be;

· Reviewing periodically the succession planning for the Chief Executive Officer and other executive officers, reporting its findings and recommendations to the Board, and working with the Board in evaluating potential successors to these executive management positions;

· Reviewing governance-related stockholder proposals and recommending Board responses;

· Overseeing compliance by the Board and its committees with applicable laws and regulations, including those promulgated by the Securities and Exchange Commission and the Nasdaq Rules;

· Reviewing its own charter and processes on an annual basis;

Board Composition, Evaluation and Nominating Activities

· Overseeing the Board evaluation process including conducting periodic evaluations of the performance of the Board as a whole and each Board committee and evaluating the performance of Board members eligible for re-election;

· Reviewing and making recommendations to the Board regarding the composition and size of the Board;

· Establishing procedures for the submission of candidates for election to the Board (including recommendations by stockholders of the Company);

· Establishing procedures for identifying and evaluating nominees for Director;

· Reviewing and recommending candidates for election to the Board at the annual meeting of stockholders in compliance with the Company’s policies and procedures for consideration of Board candidates;

· Identifying, considering and recommending candidates to fill new positions or vacancies on the Board;

· Reviewing the disclosure included in the Company’s proxy statement regarding the Company’s nomination process;

· Evaluating director compensation, consulting with outside consultants and/or with the Human Resources department when appropriate, and making recommendations to the Board regarding director compensation;

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· Reviewing and making recommendations to the Board with respect to the Directors’ stock option grants and any proposed amendments thereto, subject to obtaining stockholder approval of any amendments as required by applicable law or the Nasdaq Rules;

· Making recommendations for continuing education of Board members;

Board Committees

· Periodically reviewing the charter and composition of each Board committee and making recommendations to the Board for the creation of additional Board committees or the change in mandate or dissolution of Board committees;

· Recommending to the Board persons to be members of the various Board committees;

Conflicts of Interest

· Reviewing and approving the Company’s Code of Ethics;

· Considering questions of possible conflicts of interest of Board members and of corporate officers; and

· Reviewing actual and potential conflicts of interest of Board members and corporate officers, other than related party transactions reviewed by the Audit Committee, and approving or prohibiting any involvement of such persons in matters that may involve a conflict of interest or taking of a corporate opportunity.

In performing its duties, the Committee shall have the authority, at the Company’s expense, to retain, hire, and obtain advice, reports or opinions from internal or external legal counsel and expert advisors.

IV. MEETINGS:

The Committee will meet as often as may be deemed necessary or appropriate, in its judgment, in order to fulfill its responsibilities.  The Committee may meet either in person or telephonically, and at such times and places as the Committee determines.  The Committee may establish its own meeting schedule, which it will provide to the Board.  The Committee may invite to its meetings other Board members, Company management and such other persons as the Committee deems appropriate in order to carry out its responsibilities.

V. MINUTES:

The Committee will maintain written minutes of its meetings, which will be filed with the minutes of the meetings of the Board.

VI. REPORTS:

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The Committee shall make regular reports to the full Board on the actions and recommendations of the Committee.

VII. COMPENSATION:

Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion.

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