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): ~~November~~February 1624, ~~2010~~ 2011

PROFILE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other

jurisdiction of incorporation)

000-29196

(Commission

File Number)

91-1418002

(I.R.S. Employer

Identification No.)

2 Park Avenue, Suite 201 Manhasset, NY	11030
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (516) 365-1909

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 (see General Instruction A.2. below):

□ 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 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)-(c) Profile Technologies, Inc. (the “Company”) ~~held~~issued ~~its~~a ~~2010~~press ~~Annual~~release ~~Meeting~~on ~~(the~~February ~~“Annual~~24, ~~Meeting”)~~2011, announcing that CEO Henry Gemino intends to retire as CEO upon the earlier of ~~Stockholders on~~(i) ~~November~~May 1627, ~~2010. Stockholders~~2011 ~~were~~or ~~asked~~(ii) tothe ~~vote~~date ~~with~~on ~~respect~~which ~~to six~~the ~~proposals~~Company hires a replacement CEO. AMr. ~~total~~Gemino ofresigned, 11effective February 24,~~893~~ 2011,~~802~~ ~~votes~~from ~~were~~the ~~cast~~Board of Directors (the “Board”) and as ~~provided below.~~Chief ~~Proposal~~Financial ~~Nos~~Officer of the Company. Mr. 3,Gemino 4,agreed 5,he ~~and~~would 6continue asto ~~well~~serve as ~~four~~interim ~~stockholder~~CEO ~~nominees~~following ~~for director~~May ~~were~~27, ~~received~~2011 ~~from~~if ~~stockholders~~a ~~after~~replacement ~~the~~CEO ~~filing~~was ~~date~~not ofhired ~~the~~by that date. The Company’s and Mr. Gemino also agreed that Mr. ~~proxy~~Gemino ~~statement~~would provide consulting services to the Company for one year following his retirement as the ~~Annual~~CEO, ~~Meeting~~subject to the preparation and execution of a mutually agreeable consulting agreement.

~~Proposal~~Additionally, ~~No.~~the 1Company’s ~~- Stockholders~~Chairman ~~elected~~of ~~six~~the ~~directors~~Board toand ~~the~~President, ~~Company’s~~Murphy ~~Board~~Evans, resigned as the President of ~~Directors~~the toCompany ~~serve for~~so athat ~~term~~the ofBoard ~~one~~could ~~year~~appoint ~~until~~director ~~the~~Richard ~~next~~Palmer ~~annual~~as ~~meeting~~President ofto ~~stockholders~~further orassist ~~until their~~the ~~successors~~Company’s ~~are~~management ~~elected~~during ~~and~~the ~~qualified~~transition period. ~~The~~Mr. ~~six~~Evans ~~nominees~~continues ~~for election~~ to serve as Chairman of the Board. Mr. ofPalmer ~~Directors~~was ~~that~~confirmed ~~were~~as ~~listed~~President inby the ~~Company’s~~Board ~~proxy statement~~on ~~for~~February ~~the~~24, ~~Annual~~2011. ~~Meeting~~Mr. ~~were~~Palmer ~~all~~will ~~reelected~~be ~~and~~paid ~~four~~$2,000 ~~stockholder nominees~~per ~~were~~month ~~defeated~~as President and Mr. ~~The~~ ~~votes~~Palmer ~~regarding~~has ~~this~~agreed ~~proposal~~to ~~were~~defer ~~as follows:~~this compensation.

	For	Withheld	Abstained	Broker Non-Votes
Henry E. Gemino	8,843,193	566,674	0	2,483,935
Murphy Evans	9,404,394	84,477	0	2,404,931
Charles Christenson	9,412,653	76,217	0	2,404,932
Richard L. Palmer	9,412,954	95,914	0	2,384,934
John Agunzo	8,949,953	538,917	0	2,404,932
Thomas Evans	9,404,393	84,477	0	2,404,932
Martin I. Blaustein	20,000	11,461,026	0	412,776
James Brennan	20,000	11,461,026	0	412,776
John DeWees	70,000	11,461,026	0	362,776
Leon Heller	20,000	11,461,026	0	412,776

(e) Effective February 24, 2011, the Company increased the annual compensation of Robert Geib, Chief Operating Officer, from $120,000 per year to $132,000 per year.

~~Proposal~~A ~~No.~~copy 2of ~~- Stockholders ratified~~ the ~~selection~~press ofrelease ~~Peterson~~is ~~Sullivan~~furnished ~~LLP~~ as ~~the~~Exhibit ~~Company’s independent registered public accounting firm for the fiscal year 2011~~99.1 ~~The votes~~to ~~regarding~~ this ~~proposal~~Form ~~were as follows:~~8-K.

For		Against		Abstained		Broker Non-Votes
11,695,867		161,033		36,902		0

Item 9.01 Financial Statements and Exhibits.

~~Proposal No. 3 – A stockholder proposal regarding approval that the Board of Directors is requested to cease temporarily offerings and grants of the Company’s securities was voted as follows:~~(d) Exhibits

For	Against	Abstained	Broker Non-Votes
No.	Description
124,443	11,769,359	0	0
10.1	Form of Option Award Agreement under the 2008 Stock Ownership Incentive Plan
99.1	Press Release, dated February 24, 2011

2SIGNATURES

Proposal No. 4 – A stockholder proposal regarding approval that the Board of Directors is requested to take steps in furtherance of the creation of a written strategic plan for the Company was voted as follows:

For		Against		Abstained		Broker Non-Votes
356,666		11,486,026		51,110		0

Proposal No. 5 – A stockholder proposal regarding approval that the Board of Directors is requested to establish a search committee for the purpose of identifying individuals to serve as executive officers of the Company and to fill vacancies that may occur from time to time was voted as follows:

For		Against		Abstained		Broker Non-Votes
192,776		11,701,026		0		0

Proposal No. 6 – A stockholder proposal regarding approval that the Board of Directors is requested to terminate the employment of Henry Gemino and to seek his resignation from the Board of Directors.

For		Against		Abstained		Broker Non-Votes
70,000		11,823,802		0		0

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.

Profile Technologies, Inc. By: /s/ ~~Henry~~Richard E.Palmer ~~Gemino~~Richard ~~Henry~~Palmer ~~E. Gemino Chief Executive Officer & Chief Financial Officer~~President

~~Date: November~~EXHIBIT ~~19, 2010~~INDEX

No.		Description

10.1		Form of Option Award Agreement under the 2008 Stock Ownership Incentive Plan
99.1		Press Release, dated February 24, 2011

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