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 ~~April 30~~17, 2012

Gen-Probe Incorporated

(Exact Name of Registrant as Specified in Charter)

Delaware	000-49834	~~000~~33-~~49834~~0044608	~~33-0044608~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction ofIncorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
10210 Genetic Center Drive
San Diego, CA			92121
(Address of Principal Executive Offices)			(Zip Code)



10210 Genetic Center Drive
San Diego, CA	92121
(Address of Principal Executive Offices)	(Zip Code)

____________________

(858) 410-8000

(Registrant’s telephone number, including area code)

____________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o 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~~14d- 42(cb))

~~Item~~o ~~8.01.~~Pre-commencement ~~Other~~communications ~~Events~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~On April 30,~~Item ~~2012, Gen-Probe Incorporated (“Gen-Probe”) held an employee conference call regarding the proposed acquisition of Gen-Probe by Hologic, Inc~~5. ~~(the “Proposed Acquisition”)~~07. Submission ~~On the employee conference call, Gen-Probe discussed certain financial and other information relating to the Proposed Acquisition. A replay~~ of ~~the~~Matters ~~conference call will be available~~ to ~~employees~~a ~~through~~Vote ~~May 3, 2012. A copy~~ of ~~the~~Security ~~transcript from the conference call is attached as Exhibit 99~~Holders.~~1 and is incorporated herein by reference.~~

~~Additional~~Gen-Probe ~~Information~~Incorporated ~~and~~(“Gen-Probe”) ~~Where~~held ~~You~~its ~~Can~~2012 ~~Find~~Annual ItMeeting of Stockholders (the “Annual Meeting”) on May 17, 2012, at which a total of 41,610,812 shares of Gen-Probe common stock, or approximately 91.8% of the shares entitled to vote, were represented in person or by valid proxies. Set forth below are final voting results for the five proposals that were subject to a vote of Gen-Probe’s stockholders at the Annual Meeting:

~~In connection with the Proposed Acquisition, Gen-Probe will file a proxy statement and other materials with the Securities and Exchange Commission (the “SEC”~~1). ~~GEN-PROBE~~The ~~URGES~~election ~~INVESTORS~~of TOtwo ~~READ~~nominees ~~THE~~for ~~PROXY~~director ~~STATEMENT~~to ~~AND~~serve ~~THESE~~a ~~OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GEN~~three-~~PROBE~~year ~~AND~~term ~~THE~~expiring ~~PROPOSED ACQUISITION.~~at ~~Investors may obtain free copies of the proxy statement (when available) as well as other filed documents containing information about~~ Gen-Probe ~~at http://www.sec.gov, the SEC~~’s ~~free~~2015 ~~internet~~Annual ~~site.~~Meeting ~~Free copies~~ of ~~Gen-Probe’s~~ ~~SEC filings including the proxy statement (when available) are also available on Gen-Probe’s internet site at http~~Stockholders:~~//www.gen-probe.com under “Investors.”~~

~~Gen-Probe~~Director ~~and~~Nominee For Withheld Broker ~~its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Gen~~Non-Probe’s stockholders with respect to the Proposed Acquisition. Information regarding the officers and directors of Gen-Probe is included in the Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2012 with respect to Gen-Probe’s 2012 Annual Meeting of Stockholders. More detailed information regarding the identity of the potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the Proposed Acquisition. Votes

~~Item~~John 9W.~~01.~~ ~~Financial Statements and Exhibits.~~Brown 39,115,867 787,816 1,707,129

~~(d)~~John ~~The~~C. ~~following~~Martin, ~~exhibit is furnished with this Current Report:~~Ph.D. 39,120,428 783,255 1,707,129

~~99.1~~2) ~~Transcript~~The approval of ~~Employee~~the ~~Conference~~amendment ~~Call~~and ~~held~~restatement onof ~~April~~the ~~30,~~Gen-Probe ~~2012.~~Incorporated Employee Stock Purchase Plan:

For Against Abstain Broker Non-Votes

38,809,475 1,089,104 5,104 1,707,129


3)	The approval of the Gen-Probe Incorporated 2012 Executive Bonus Plan:

For Against Abstain Broker Non-Votes

39,196,346 698,581 8,756 1,707,129


4)	The non-binding advisory approval of the compensation of Gen-Probe’s named executive officers:

For Against Abstain Broker Non-Votes

38,872,287 1,006,059 25,337 1,707,129


5)	The ratification of the selection by the Audit Committee of Gen-Probe’s Board of Directors of Ernst & Young LLP as Gen-Probe’s independent registered public accounting firm for its fiscal year ending December 31, 2012:

For Against Abstain Broker Non-Votes

40,880,217 729,823 772 0

No other matters were subject to a vote of Gen-Probe’s stockholders at the Annual Meeting.

SIGNATURE

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.

Date: May 1, 2012	GEN-PROBE INCORPORATED
	By:	/s/ R. William Bowen
		R. William Bowen
		Senior Vice President, General Counsel and Corporate Secretary

Date: May 23, 2012 GEN-PROBE INCORPORATED

~~EXHIBITS~~By: /s/ R. William Bowen

Exhibit Number		Description
99.1		Transcript of Employee Conference Call held on April 30, 2012.

R. William Bowen

Senior Vice President, General Counsel and Secretary

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