On May 23, 2012, the Board of Directors of Galectin Therapeutics Inc. (the "Company") approved a $10,000 bonus to Thomas A. McGauley, the Company's Chief Financial Officer, to be paid on October 1, 2012, in the discretion of our Chief Executive Officer.

On May 23, 2012, the Company's Board of Directors amended and restated our bylaws. The purpose of the amendments is to have our bylaws, which were originally adopted at the Company's 2001 inception, reflect current governance standards including, among other things, provisions for conduct of stockholder meetings, stockholder nominations for director, stockholder proposals, voting and proxies, and committees of the Board of Directors. The effective date of the amendments to the Amended and Restated Bylaws is May 23, 2012.

The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to a complete copy of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.

At the Annual Meeting of Stockholders of the Company held on May 24, 2012, the stockholders (i) elected the persons listed below to serve as directors for a term of one year expiring at the 2013 Annual Meeting of Stockholders and until their successors are duly elected and qualified; and (ii) ratified the appointment of McGladrey & Pullen, LLP, as our independent registered public accounting firm to audit the financial statements for the Company's 2012 fiscal year.

Set forth below are the voting results for these proposals:

Proposal 1: To elect nine directors for a one-year term expiring at the 2013 Annual Meeting of Stockholders:

                                                                      Broker
                                          For         Withheld       Non-Votes
           Gilbert F. Amelio, Ph.D.     5,991,784        87,521       7,872,285
           John Mauldin                 5,998,171        81,134       7,872,285
           Jerald K. Rome               6,005,884        73,421       7,872,285
           Kevin D. Freeman             5,994,898        84,407       7,872,285
           Steven Prelack               5,997,397        81,908       7,872,285
           Marc Rubin, M.D.             6,010,399        68,906       7,872,285
           Rod D. Martin                5,848,071       231,234       7,872,285
           H. Paul Pressler             5,986,749        92,556       7,872,285
           Peter G. Traber, M.D.        6,021,871        57,434       7,872,285

Proposal 2: To ratify the appointment of McGladrey & Pullen LLP as the independent registered public accounting firm to audit the financial statements for the 2012 fiscal year:

For Against Abstain 13,852,376 80,850 18,364

On May 29, 2012, we filed with the Nevada Secretary of State the Restated Articles of Incorporation of Galectin Therapeutics Inc., as adopted by our Board of Directors on May 23, 2012. The Restated Articles of Incorporation, a copy of which is filed as Exhibit 3.2 to this report and is incorporated herein by reference, restates but does not alter or amend the Company's Articles of Incorporation, as amended from time to time prior to the restatement.

(d) Exhibits

3.1 Amended and Restated Bylaws of Galectin Therapeutics Inc., as adopted on May 23, 2012.

3.2 Restated Articles of Incorporation of Galectin Therapeutics Inc., as filed with the Nevada Secretary of State on May 29, 2012.