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 1, 2011

___________________

TRANSCEND SERVICES, INC.

(Exact name of registrant as specified in its charter)

___________________

Delaware	0-18217	33-0378756
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

One Glenlake Parkway, Suite 1325, Atlanta, GA 30328

(Address of principal executive offices, including zip code)

(678) 808-0600

(Registrant's telephone number, including area code)

___________________

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.

(e)

On June 1, 2011, at the annual meeting of stockholders of Transcend Services, Inc. (the “Company”), the Company's stockholders approved the amendment of the Transcend Services, Inc. 2009 Stock Incentive Plan (the “Plan”) to: (a) increase (i) the maximum number of shares of the Company's common stock authorized for issuance under the Plan by 500,000 shares from 400,000 to 900,000 shares; and (ii) the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options by 500,000 shares (in each case, subject to adjustment for anti-dilution purposes as provided in the Plan); and (b) provide that stockholder approval is required for the Administrator (as defined in the Plan) to reprice awards under the Plan. The maximum number of shares that may be issued pursuant to incentive stock options described in (a)(ii), above, is subject to the overall plan limitation described in (a)(i), above.

The foregoing summary description of the amendment to the Plan is qualified in its entirety by reference to the actual terms of the amendment to the Plan, which is incorporated herein by reference as Exhibit 10.1.  For additional information regarding the Plan, please refer to “Proposal Two - Approval of Amendment to Stock Incentive Plan” on pages 7-14 of the Company's 2011 definitive proxy statement, as filed with the Securities and Exchange Commission on April 18, 2011, which is incorporated herein by reference as Exhibit 10.2.

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

(a), (b), (d)

At the Company's annual meeting of stockholders on June 1, 2011 (the “Annual Meeting”), the Company received proxies totaling 92.11% of its issued and outstanding shares of common stock representing 9,797,984 shares of common stock, as of the record date. The following matters, which are described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2011, were voted on and approved by the Company's stockholders at the Annual Meeting:

Election of Directors

The stockholders approved the slate of directors consisting of six members to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified based on the following final voting results:

Nominee	For	Withheld	Broker Non-Votes
Joseph G. Bleser	7,612,124	198,412	1,987,448
Joseph P. Clayton	7,715,286	95,250	1,987,448
James D. Edwards	7,742,409	68,217	1,987,448
Larry G. Gerdes	7,691,323	119,213	1,987,448
Walter S. Huff, Jr.	7,715,286	95,250	1,987,448
Charles E. Thoele	7,714,986	95,550	1,987,448

Amendment to Transcend Services, Inc. 2009 Stock Incentive Plan

The stockholders approved an amendment to the 2009 Stock Incentive Plan to increase the number of shares available for grant thereunder by 500,000 shares and to require stockholder approval to reprice awards under the Plan based on the following final voting results:

For	Against	Abstain	Broker Non-Votes
7,625,344	183,192	2,000	1,987,448

Advisory Vote on the Compensation of the Company's Named Executive Officers

The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers based on the following final voting results:

For	Against	Abstain	Broker Non-Votes
7,776,251	28,463	5,822	1,987,448

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Officers

The stockholders recommended, on an advisory basis, that the advisory vote on the compensation of the Company's named executive officers should be held on an annual basis based on the following final voting results:

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
7,315,381	38,675	452,334	4,146	1,987,448

A majority of the votes cast by stockholders voted, on an advisory basis and in line with the recommendation of the Company's Board of Directors, to hold an advisory vote on the compensation of the Company's named executive officers every year. The Company has determined that it will include an advisory vote on the compensation of the Company's named executive officers in its proxy materials every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers, which will occur no later than the Company's 2017 Annual Meeting of Stockholders.

Ratification of the Company's Independent Registered Public Accounting Firm

The stockholders approved the ratification of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2011 based on the following final voting results:

For	Against	Abstain
9,783,415	14,067	502

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	2011 Declaration of Amendment to 2009 Stock Incentive Plan *
10.2	Definitive Proxy Statement, filed on Schedule 14A with the Securities and Exchange Commission on April 18, 2011 and incorporated herein by reference.
* Executive compensation plan or agreement.

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.

	Transcend Services, Inc.
Date: June 2, 2011	/s/ Lance Cornell
	Lance Cornell
	Chief Financial Officer
	(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.	Description
10.1	2011 Declaration of Amendment to 2009 Stock Incentive Plan *
10.2	Definitive Proxy Statement, filed on Schedule 14A with the Securities and Exchange Commission on April 18, 2011 and incorporated herein by reference
* Executive compensation plan or agreement

EX-10.1

EXHIBIT 10.1

2011 DECLARATION OF AMENDMENT TO

2009 STOCK INCENTIVE PLAN

THIS 2011 DECLARATION OF AMENDMENT, is made effective as of the 3^rd day of February, 2011, by TRANSCEND SERVICES, INC. (the “Corporation”), to the Corporation's 2009 Stock Incentive Plan (the “Plan”).

R E C I T A L S:

WHEREAS, the Board of Directors of the Corporation has deemed it advisable to amend certain provisions of the Plan to (i) increase the number of authorized shares of the Corporation's common stock (the “Common Stock”) available for grant under the Plan (including the number of shares of Common Stock which may be issuable pursuant to the grant of incentive stock options); (ii) clarify the grant date of a Stock Incentive under the Plan; and (iii) require stockholder approval of certain actions that would constitute a repricing of Stock Incentives under the Plan; and

WHEREAS, the Corporation desires to evidence such amendments by this Declaration of Amendment.

NOW, THEREFORE, IT IS DECLARED that, effective as of February 3, 2011, the Plan shall be and hereby is amended as follows; provided, however, that the amendments to Sections 3.1(a), 7.1(a), 7.2(j) and 12 described in Sections 1, 2, 4 and 5 herein shall be subject to stockholder approval:

1.Amendment to Section 3.1(a). Section 3.1(a) (“Maximum Aggregate Shares Issuable Pursuant to Stock Incentives”) of the Plan is hereby amended by deleting Section 3.1(a) in its entirety and substituting the following in lieu thereof, with the remainder of Section 3.1 being unchanged:

“(a) Nine Hundred Thousand (900,000), plus,”

2.Amendment to Section 7.1(a). Section 7.1(a) (“Grants of Stock Incentives”) of the Plan is hereby amended by deleting Section 7.1(a) in its entirety and substituting the following in lieu thereof:

“(a) Grants of Stock Incentives. The Board, in its absolute discretion, shall grant Stock Incentives under this Plan from time to time and shall have the right to grant new Stock Incentives in exchange for outstanding Stock Incentives, subject to the terms of Section 12 hereof. Stock Incentives shall be granted to Eligible Recipients selected by the Board, and the Board shall be under no obligation whatsoever to grant any Stock Incentives, or to grant Stock Incentives to all Eligible Recipients, or to grant all Stock Incentives subject to the same terms and conditions.”

3.Amendment to Section 7.1(d). Section 7.1(d) (“Date of Grant”) of the Plan is hereby amended by deleting Section 7.1(d) in its entirety and substituting the following in lieu thereof:

“(d)Date of Grant. A Stock Incentive shall be considered to be granted on the date that the Board acts to grant the Stock Incentive or on such other date as may be established by the Board in accordance with applicable laws.”

4.Amendment to Section 7.2(j). Section 7.2(j) (“Potential Repricing of Stock Options”) of the Plan is hereby deleted in its entirety, with the remainder of Section 7.2 being unchanged.

5.Amendment to Section 12. Section 12 (“Amendment or Termination”) of the Plan is hereby amended by deleting Section 12 in its entirety and substituting the following in lieu thereof:

“Amendment or Termination. This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, no such amendment shall be made absent the approval of the stockholders of the Company (a) to increase the number of Shares reserved

under Section 3, except as set forth in Section 10, (b) to extend the maximum life of the Plan under Section 9 or the maximum exercise period under Section 7, (c) to decrease the minimum Exercise Price under Section 7, or (d) to change the designation of Eligible Recipients eligible for Stock Incentives under Section 6. In addition, except for adjustments made pursuant to Section 10, the terms of outstanding Stock Incentives may not be amended to reduce the Exercise Price of outstanding Options or SARs or cancel outstanding Options or SARs at a time when the Exercise Price of the Option or SAR, as the case may be, is less than the Fair Market Value of the Common Stock, in exchange for cash, other awards or Options or SARs with an Exercise Price that is less than the Exercise Price of the original Options or SARs (as the case may be), without stockholder approval. Stockholder approval of other material amendments (such as an expansion of the types of awards available under the Plan, an extension of the term of the Plan or a change to the method of determining the Exercise Price of Options issued under the Plan) may also be required pursuant to rules promulgated by an established stock exchange or a national market system if the Company is, or becomes, listed or traded on any such established stock exchange or national market system, or for the Plan to continue to be able to issue Stock Incentives which meet the Performance-Based Exception. The Board also may suspend the granting of Stock Incentives under this Plan at any time and may terminate this Plan at any time. The Company shall have the right to modify, amend or cancel any Stock Incentive after it has been granted if (a) the modification, amendment or cancellation does not diminish the rights or benefits of the Stock Incentive recipient under the Stock Incentive (provided, however, that a modification, amendment or cancellation that results solely in a change in the tax consequences with respect to a Stock Incentive shall not be deemed as a diminishment of rights or benefits of such Stock Incentive), (b) the Participant consents in writing to such modification, amendment or cancellation, (c) there is a dissolution or liquidation of the Company, (d) this Plan and/or the Stock Incentive Agreement expressly provides for such modification, amendment or cancellation, or (e) the Company would otherwise have the right to make such modification, amendment or cancellation by applicable law. (See also Section 4 for a special provision providing for automatic termination of this Plan in certain circumstances.)”

6.Continued Effect. Except as set forth herein, the Plan shall be unchanged and shall remain in full force and effect.

IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of Transcend Services, Inc. effective as of the day and year first above written.

TRANSCEND SERVICES, INC.

By: ___/s/ Larry G. Gerdes

Larry G. Gerdes

Chief Executive Officer

ATTEST:

__/s/ Lance B. Cornell

Secretary

[Corporate Seal]