UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

RESPONSE GENETICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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May 27, 2014

Dear Stockholder:

You are cordially invited to attend the 2014 Annual Meeting of Stockholders (the “2014 Annual Meeting”) of Response Genetics, Inc. (“RGI,” the “Company,” “we,” “our” or “us”) to be held on Thursday, July 10, 2014, at 10:00 a.m., Pacific Daylight Time, at the Company’s offices located at 1640 Marengo Street, 7 ^th Floor, Los Angeles, California 90033.

Details regarding the 2014 Annual Meeting and the business to be conducted are described in the accompanying notice and proxy statement.

Consistent with Securities and Exchange Commission rules, we are furnishing proxy materials to our stockholders principally by notifying you of the availability and location at which you can access our proxy materials on the Internet. We believe this process, which utilizes the e-proxy process known as “notice and access,” expedites stockholders’ receipt of proxy materials and lowers our printing and mailing costs.

On or about May 30, 2014, we will mail a Notice of Internet Availability to certain of our stockholders containing instructions on how to access our proxy material online and on how to vote.

We hope you plan to attend the 2014 Annual Meeting. Whether you plan to attend or not, it is important that your shares are represented at the 2014 Annual Meeting. We urge you to vote using one of the methods described in the Notice of Internet Availability of Proxy Materials, or if you receive paper copies of the proxy statement, you can also vote by mail, telephone or Internet by following the instructions on the proxy card or voting instruction card. We encourage you to vote by proxy so that your shares will be represented and voted at the 2014 Annual Meeting, whether or not you can attend. Thank you for your continued support.

Sincerely,

Kevin R. Harris
Vice President and Chief Financial Officer

YOUR VOTE IS IMPORTANT
 
PLEASE TAKE TIME TO VOTE AS SOON AS POSSIBLE

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May 27, 2014

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		PAGE
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 10, 2014			i
GENERAL INFORMATION ABOUT THE 2014 ANNUAL MEETING			1
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			5
PROPOSAL 1: TO ELECT SEVEN (7) DIRECTORS OF THE COMPANY			7
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS			11
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION			18
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM			23
PROPOSAL 3: TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK, PAR VALUE $0.01 PER SHARE, FROM 50 MILLION TO 70 MILLION SHARES			25
RELATED PARTY TRANSACTIONS			27
OTHER MATTERS			28
ANNEX 1			A-1

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RESPONSE GENETICS, INC.

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How does the Board recommend that I vote on the proposals?

The Board recommends that you vote your shares as follows:

Could other matters be decided at the 2014 Annual Meeting?

As of the date of this proxy statement, we know of no matters that will be presented for determination at the 2014 Annual Meeting other than those referred to in this proxy statement. If any other matters properly come before the 2014 Annual Meeting calling for a vote of stockholders, proxies in the enclosed form returned to us or voted by telephone or through the Internet will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

Who can vote?

Only stockholders who owned our common stock at the close of business on May 12, 2014 are entitled to vote at the 2014 Annual Meeting. Common stock is our only class of voting stock outstanding. You do not need to attend the 2014 Annual Meeting to vote your shares. Shares represented by valid proxies solicited by us, received in time for the 2014 Annual Meeting and not revoked prior to the 2014 Annual Meeting, will be voted at the 2014 Annual Meeting.

How many votes do I have?

You will have one vote for every share of RGI common stock you owned at the close of business on May 12, 2014, the record date.

How many votes can be cast by all stockholders?

38,732,896, consisting of one vote for each of RGI’s shares of common stock that were outstanding on the record date. There is no cumulative voting.

How do I vote?

Whether you plan to attend the 2014 Annual Meeting or not, we urge you to vote by proxy. Voting by proxy will not affect your right to attend the 2014 Annual Meeting. You may vote:

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May I revoke my proxy?

If you give us your proxy, you may revoke it at any time before the 2014 Annual Meeting. You may revoke your proxy in any one of the following ways:

Will my shares be voted if I do not return my proxy card?

If you hold your shares in “street name” and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. In this situation, a “broker non-vote” occurs. Shares constituting broker non-votes are not counted or deemed to be present or represented for the purpose of determining whether stockholders have approved a matter, but they are counted as present for the purpose of determining a quorum at the 2014 Annual Meeting. Your broker or other nominee does not have discretionary authority to vote on any of the proposals except he or she will have discretionary authority to vote on the ratification of our independent public accountants. Thus, if your shares are held in “street name” and you do not provide instructions as to how your shares are to be voted in the election of directors or any of the other proposals, your broker or other nominee will not be able to vote your shares in the election of directors or any of the other proposals except for the ratification of our independent public accountants. We urge you to provide instructions to your broker or nominee so that your votes will be counted on this important matter.

What vote is required to approve each proposal and how are votes counted?

Provided a quorum is present, the following are the voting requirements for each proposal:

Proposal 1: Elect Directors		The seven nominees for director who receive the most votes (also known as a “plurality” of the votes) will be elected. Abstentions are not counted for purposes of electing directors. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors.
Proposal 2: Ratify the Appointment of our Independent Public Accountants		The affirmative vote of a majority of the shares cast affirmatively or negatively for this proposal is required to ratify the selection of independent public accountants. Abstentions will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent accountants. However, if our stockholders do not ratify the selection of BDO USA, LLP as our independent accountants for 2014, the Audit Committee of our Board will reconsider its selection.

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Proposal 3: Amend the Certificate of Incorporation of the Company, as amended, to Increase the Number of Authorized Shares of the Company’s common stock, par value $0.01 per share, from 50 million to 70 million shares		The proposal to amend the Certificate of Incorporation of the Company, as amended, to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 50 million to 70 million shares will be considered approved if a majority of the votes cast by stockholders in person or via proxy with respect to this matter are cast in favor of the proposal.

Am I entitled to appraisal rights?

The Board has not proposed for consideration at the 2014 Annual Meeting any transaction for which the laws of Delaware entitle stockholders to appraisal rights.

What constitutes a quorum for the meeting?

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the 2014 Annual Meeting. Votes of stockholders of record who are present at the 2014 Annual Meeting (either in person or by proxy), abstentions and broker non-votes are counted for purposes of determining whether a quorum exists.

Householding of annual disclosure documents

In December 2000, the SEC adopted a rule concerning the delivery of annual disclosure documents. The rule allows us or your broker, if you do not participate in electronic delivery of proxy materials, to send a single set of our annual report and proxy statement to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Each stockholder will continue to receive a separate proxy card or voting instruction card.

If you elected to receive a printed copy of the proxy materials and your household received a single set of disclosure documents this year, but you would prefer to receive your own copy, please contact Broadridge, by calling its toll free number: 1-800-579-1639 or by email at sendmaterial@proxyvote.com. If you do not wish to participate in “householding” and would like to receive your own set of our annual disclosure documents in future years, please follow the instructions described below. Conversely, if you share an address with another stockholder of the Company and together both of you would like to receive only a single set of our annual disclosure documents, follow these instructions:

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SECURITY OWNERSHIP OF DIRECTORS AND
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of May 12, 2014, by (i) each named executive officer listed in the table entitled “Summary Compensation Table” under the section entitled “Executive Compensation”; (ii) each of our directors; (iii) all of our current directors and executive officers as a group; and (iv) each person, entity or group of affiliated person or entities that we believe beneficially owns more than 5% of our outstanding common stock based solely on our review of SEC filings. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of May 12, 2014 pursuant to the exercise of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. As of May 12, 2014, there were 38,732,896 shares of our common stock issued and outstanding.

Unless otherwise indicated by footnote, the address for each Beneficial Owner is: c/o Response Genetics, Inc., 1640 Marengo St., 7 ^th Floor, Los Angeles, California 90033.

Name of Beneficial Owner		Number of Shares Beneficially Owned				Percentage Shares Beneficially Owned
Directors and Executive Officers
Thomas A. Bologna			1,054,674	(1)			2.66	%
Stephanie H. Astrow			79,796	(1)			*
Kevin R. Harris			34,086	(1)			*
Kirk K. Calhoun			133,000	(1)			*
Sam Chawla			54,000	(1)			*
David R. Schreiber			54,000	(1)			*
Michael Serruya			109,439	(1)			*
Richard van den Broek			343,500	(1) (2)			*
David M. Wurzer			91,500	(1)			*
All current executive officers and directors			1,953,995				4.85	%
5% or More Stockholders
Bridger Management, LLC			6,000,000	(3)			15.49	%
GlaxoSmithKline plc			5,000,000	(4)			12.91	%
Lansdowne Partners Limited Partnership			3,805,161	(5)			9.82	%
AWM Investment Company, Inc.			2,679,179	(6)			6.92	%
12 West Capital Management LP			2,447,617	(7)			6.32	%

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Information About Our Nominees

Set forth below is certain information about our director nominees, including information about each nominee’s specific experience, qualifications, attributes or skills that led the Board, in light of our business and corporate structure, to conclude that the nominee should serve as a director of the Company. We believe each of our nominees has other attributes necessary to create an effective Board: the willingness to engage management and each other in a constructive and collaborative fashion; good judgment; the willingness to offer a diverse perspective; high personal and professional ethics, integrity and values; the ability to devote ample time to serve on our Board and its committees; and a commitment to representing the interests of all our stockholders. Collectively, we believe our nominees possess a broad set of competencies and experiences that will further the interests of the Company and its stockholders.

Name		Age		Position Held with the Company
Thomas A. Bologna		66		Chairman of the Board and Chief Executive Officer
Kirk K. Calhoun		70		Lead Director (1) (3)
Sam Chawla		39		Director (1)
David R. Schreiber		54		Director (2)
Michael Serruya		49		Director (2)
Richard van den Broek		47		Director (2) (3)
David M. Wurzer		55		Director (1) (3)

The following is a brief summary of the background of each of our directors. Directors are elected by the stockholders at the annual meeting of stockholders and serve until the next annual meeting or until their successors are elected and qualified. There are no family relationships among any of our executive officers or directors.

Thomas A. Bologna was appointed Chairman of the Board of Directors and Chief Executive Officer on December 21, 2011. From April 2006 until his appointment as the Company’s Chief Executive Officer, Mr. Bologna served as President and Chief Executive Officer of Orchid Cellmark, Inc., a then public corporation that provides DNA forensic and identity testing services. From 2004 to 2005, Mr. Bologna was Chief Executive Officer, President, and a director of Quorex Pharmaceuticals, Inc., a pre-clinical stage anti-infective company. From 1997 to 2003, Mr. Bologna was Chief Executive Officer, President, and a director of Ostex International, Inc., a then public corporation which developed, manufactured, and marketed products for the management of osteoporosis, and from 1999 to 2003 he was also chairman of the board of Ostex. From 1996 to 1997, Mr. Bologna was a principal at Healthcare Venture Associates, a consulting firm. From 1994 to 1996, Mr. Bologna was Chief Executive Officer, President, and a director of Scriptgen Pharmaceuticals, Inc., a biotechnology company with proprietary drug-screening technology that developed orally active drugs to regulate gene expression. From 1987 to 1994, Mr. Bologna was Chief Executive Officer, President, and a director of Gen-Probe Incorporated, a biotechnology company, which he took public, that commercializes molecular diagnostics products and services, and from 1992 to 1994 he was also chairman of the board of Gen-Probe. Mr. Bologna’s prior experience also includes senior-level positions with Becton Dickinson & Company and Warner-Lambert Company (Pfizer, Inc). Mr. Bologna currently serves as a director of Special Diversified Opportunities Inc. (formerly known as Strategic Diagnostics Inc.) and Quotient Limited. Mr. Bologna previously served on the Aperio Technologies board of directors until its sale in the fourth quarter of 2012 to Danaher Corporation. Mr. Bologna received an M.B.A. and a B.S. from New York University.

The Board believes that Mr. Bologna is qualified to serve as Chairman of the Board based upon his experience in the biotechnology industry, his skill in managing complex business operations, his experience in overseeing mergers and acquisitions, and his prior experience as the chief executive officer and chairman of the board of multiple public and private companies.

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Kirk K. Calhoun has served as a member of our Board since May 2008 and has held the position of Lead Director since December 2011. Mr. Calhoun joined Ernst & Young LLP, a public accounting firm, in 1965 and served as a partner of the firm from 1975 until his retirement in 2002. Mr. Calhoun is a Certified Public Accountant (non-practicing) with a background in auditing and accounting. He has served on the boards and audit committees of five public companies in the pharmaceutical industry up until the dates of their respective sales, including Abraxis Bioscience, Inc., Myogen, Inc., Aspreva Pharmaceuticals Company, Replidyne, Inc. and Adams Respiratory Therapeutics, Inc. Mr. Calhoun also currently serves on the boards of three private companies, including NeuroSigma, Inc., a developer of products that treat major neurological and neuropsychiatric disorders such as epilepsy and depression. Mr. Calhoun received a B.S. in Accounting from the University of Southern California.

Mr. Calhoun brings to the Board experience and skills in finance, management and corporate governance, developed over his career in public accounting and through his service as an audit committee financial expert on various public company boards and his service as a director of other life sciences companies.

Sam Chawla has served as a member of our Board since November 2013. Mr. Chawla is a Portfolio Manager of Perceptive Advisors LLC, an investment fund focused on the healthcare sector. Mr. Chawla leads Perceptive’s Credit Opportunities Fund. Prior to joining Perceptive Advisors in 2013, Mr. Chawla was a Managing Director at UBS Securities LLC in the Global Healthcare Group, where he led origination and execution of financing and advisory assignments for healthcare companies, with a focus on the diagnostics sector. Mr. Chawla’s investment banking experience centered on strategic advisory, including M&A buy-side and sell-side assignments, and financial advisory, including equity and debt capital raises, for both public and private healthcare companies. Prior to joining UBS in September 2010, Mr. Chawla was a Director (from January 2009 to September 2010) and a Vice President (from July 2007 to January 2009) in the Healthcare Investment Banking Group of Credit Suisse LLC, which he originally joined as an investment banker in 2002. Mr. Chawla also worked at Bloomberg L.P. and Pelican Life Sciences. Mr. Chawla received an M.B.A. from Georgetown University and a B.A. in Economics from Johns Hopkins University.

Mr. Chawla brings to the Board significant investment banking, mergers and acquisitions, financing and advisory expertise focusing on the healthcare sector, particularly in the diagnostic laboratory industry. Mr. Chawla’s experience and knowledge in these areas are important to the Board’s ability to help guide the Company in evaluating optimal short and long term strategic plans as well as providing insight and guidance in pursing growth through strategic opportunities.

David R. Schreiber has served as a member of our Board since November 2013. Mr. Schreiber has held a variety of executive positions in the diagnostic laboratory industry for the past 25 years. For the last 12 years, Mr. Schreiber has and continues to consult for private equity firms to assist with their due diligence efforts and served in various interim operating roles for targeted or existing portfolio companies. From 1986 to 1996, Mr. Schreiber was at Quest Diagnostics, initially in a variety of financial roles, his last position being Vice President and General Manager of Quest’s Midwest Region, based in Chicago, Illinois. Following Quest, from 1996 to 2003, Mr. Schreiber was Senior Vice President and Chief Financial Officer of Dianon Systems, a publicly traded specialized pathology company, until Dianon was acquired by LabCorp. Mr. Schreiber was also a member of Dianon’s Board of Directors. Following Dianon, Mr. Schreiber joined the Board of Directors of Specialty Labs, a publicly traded lab company focused on serving the esoteric needs of hospitals. Mr. Schreiber helped lead the turnaround of Specialty Labs which led to its successful sale to Ameripath/Welsh Carson. At the same time, Mr. Schreiber joined and served on the Board of Nanogen, a publicly traded nanotechnology company and also began his consulting career. Mr. Schreiber received a B.S. in Finance and a M.B.A. from Northern Illinois University.

Mr. Schreiber’s broad experience in both leadership and operational roles in the diagnostic laboratory industry, developed over more than 25 years in the diagnostic laboratory industry, and service on the boards of directors of companies in the industry, brings to the Board important skills, knowledge and strategic insights that are quite relevant to the growth and prosperity of the Company.

Michael Serruya has served as a member of our Board since March 2000. Since February 2000, Mr. Serruya has been Chairman of Yogen Fruz World Wide Incorporated, a consumer products company, and from 1995 to February 2000 he was President, Chief Executive Officer and Chairman of Yogen Fruz.

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Mr. Serruya served on the board of directors of Jamba, Inc., the holding company of Jamba Juice Company, which is a restaurant retailer of food and beverage offerings and owns and franchises Jamba Juice stores, from 2009 to 2011. Mr. Serruya served as a director of Swisher Hygiene from 2010 to 2013 and was also a member of the Ontario Jobs and Investment Board, an organization headed up by the Ontario Provincial Government, from 2005 to 2009. Mr. Serruya was the President and Chief Executive Officer of CoolBrands International Inc., a company that manufactured and marketed frozen novelties, frozen yogurt, ice cream and sorbet products, from 2008 to 2011. Mr. Serruya is currently Chairman and CEO of Kahala Corp. Mr. Serruya is also the Non-Executive Chairman of the One Group, a publicly traded company. Mr. Serruya attended Ryerson Polytechnical Institute.

Mr. Serruya’s business experience, including a diversified background as an executive and in operational roles in both public and private companies, and as a board member of several public companies, gives him a breadth of knowledge and valuable understanding of our business.

Richard van den Broek has served as a member of our Board since December 2010 and has served as the Managing Partner of HSMR Advisors, LLC, an investment fund focused on the biotechnology industry, since 2004. Mr. van den Broek, also spent ten years as a sell-side analyst covering the biotechnology industry, first at Oppenheimer, then at Merrill Lynch and finally as Managing Director at Hambrecht & Quist. Mr. van den Broek serves on the board of directors of Special Diversified Opportunities Inc. (formerly known as Strategic Diagnostics Inc.) and is a member of its audit committee. Mr. van den Broek also serves as a director of CogState (in Australia) and Pharmacyclics, Inc. and is a member of Pharmacyclics’ audit committee.

Mr. van den Broek’s business and investment experience in the biotechnology industry is valuable to the Board and the Company, given our focus on growth and creating partnerships in various sectors. The Board benefits from Mr. van den Broek’s experience as a director at various companies in our industry, particularly his public company board service for both diagnostics and pharmaceutical companies.

David M. Wurzer has served as a member of our Board since December 2010. Since 2009, Mr. Wurzer has served as Managing Director, Investments, and beginning April 2014, as Executive Vice President and Chief Investment Officer of Connecticut Innovations (“CI”), the venture capital arm of the State of Connecticut. Mr. Wurzer is responsible for oversight of CI’s venture capital portfolio and team, as well as sourcing and analyzing investment opportunities, leading CI investments in entrepreneurial high-tech ventures and advising portfolio companies. Prior to joining CI, Mr. Wurzer most recently served as Executive Vice President, Treasurer and Chief Financial Officer of CuraGen Corporation, a biopharmaceutical development company, from September 1997 through December 2007. From February 1994 until September 1997, Mr. Wurzer served as Senior Vice President and Chief Financial Officer of Value Health, Inc. Mr. Wurzer currently serves as a member of the boards of directors of SmartPay Newco, LLC, and Thetis Pharmaceuticals, LLC, which are privately held, and Specialty Diversified Opportunities, Inc. (formerly known as Strategic Diagnostics, Inc.). From July 2010 to December 2012, he also served as a member of the board of directors of DUSA Pharmaceuticals, Inc.

Mr. Wurzer has valuable experience as a director of diagnostics and life sciences companies which we believe is beneficial as a Board member of our Company. He has over thirty years of financial experience with growth-oriented companies, including direct involvement with raising capital, strategic transactions and mergers and acquisitions, for both start-up companies and publicly-held entities. This experience, coupled with his business and development background, enhances the Board and aids in its continued focus on, and oversight of, the Company’s growth.

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GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

Director Independence

Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with RGI, either directly or indirectly. Based upon this review, our Board has determined that the following members of the Board are “independent directors” as defined by The NASDAQ Stock Market: Kirk K. Calhoun, Sam Chawla, David R. Schreiber, Richard van den Broek and David Wurzer.

Board of Directors Meetings and Attendance

Our board of directors met twelve times during the fiscal year ended December 31, 2013, either in person or by teleconference. During 2013, each of our directors attended at least 75% of the aggregate number of meetings of the Board and of committees of the Board on which he served during fiscal year 2013, with the exception of Michael Serruya.

Our corporate governance guidelines provide that directors are strongly encouraged to attend the annual meeting of stockholders. All of our directors attended the 2013 annual meeting of our stockholders.

Board Composition

The Board of Directors seeks to ensure that the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively.

How Directors are Chosen

The Nominating and Governance Committee is responsible for assisting the Board in identifying individuals qualified to become Board members and recommending director nominees to the Board for each annual meeting of stockholders. It is the Nominating and Governance Committee’s policy to consider candidates recommended by stockholders, Company management or any other Board members. All candidate recommendations submitted by stockholders will be considered in the same manner and under the same process as any other candidate recommendations submitted from other sources.

The Nominating and Governance Committee considers the qualifications of candidates based upon its charter and the Company’s corporate governance guidelines. The Nominating and Governance Committee selects individuals as director nominees who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who would be most effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of the stockholders, and all other factors it considers appropriate. Members of the Board may recommend potential candidates to the Board for consideration. The Nominating and Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director candidates. However, the Nominating and Governance Committee believes that having diversity amongst Board members enhances the Board’s ability to make fully informed, comprehensive decisions and demonstrates leadership with respect to the Company’s initiatives to recruit and retain the best employees. As a result, the Nominating and Governance Committee believes that the Board should be comprised of a well-balanced group of individuals with diverse backgrounds, experiences, ages, races, genders and national origins as well as differences of viewpoint, professional experience, financial, business, academic, public sector and other expertise, education, skill and other individual qualities and attributes that contribute to board heterogeneity. The Nominating and Governance Committee has authority to retain search firms to assist in identifying and evaluating director candidates and to approve fees and retention terms for such advisors. After conducting an initial evaluation of a candidate, the Nominating and Governance Committee may interview that candidate if it believes the candidate might be suitable to be a director and may also ask the candidate to meet with other directors and members of management. If the Nominating and Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board that candidate’s election.

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Leadership Structure

Chairman and Chief Executive Officer

The Board does not have a prescribed policy on whether the roles of the Chairman of the Board and the Chief Executive Officer should be separate or combined. The Board periodically evaluates its leadership structure to determine what it believes is the optimal structure at any point in time.

Mr. Bologna currently serves as the Chairman of the Board and Chief Executive Officer. In these roles, Mr. Bologna has the principal authority for supervising the business and affairs of the Company, and is responsible generally for assuring that policy decisions of the Board are implemented as adopted. As the Chairman, Mr. Bologna provides leadership to the Board and works with the Board to define its structure and activities in the fulfillment of its responsibilities. The Chairman is also responsible for chairing Board meetings and setting the agenda for these meetings. Each director also may suggest items for inclusion on the agenda and may raise at any Board meeting subjects that are not on the agenda for that meeting.

We believe that our current leadership structure is appropriate for the Company, in that the combined role of Chairman and Chief Executive Officer promotes unified leadership and direction, allowing for a single, clear focus for management to execute the Company’s strategy and business plan while contributing to a more efficient and effective Board.

Lead Director

The Lead Director primarily serves as a liaison between the Board and Chief Executive Officer, assisting the Board to maintain an open and active communication with the Chief Executive Officer. The Lead Director also facilitates board discussions, including helping directors reach consensus, and keeping Board matters on track. The Lead Director has the authority to call executive sessions and to preside over executive sessions and any other meeting of the Board at which the Chief Executive Officer is not present.

Committees

Our Board has three standing committees, each of which is comprised solely of independent directors with a different committee chair, each as described below. In addition, in its discretion, the Board may authorize and appoint special committees with such duties and powers as are deemed necessary and appropriate by the Board. For example, in connection with the consideration of financing transactions in 2011 and 2012, our Board formed a Special Financing and Strategy Committee authorized to make recommendations to the Board with regard to financing alternatives and proposals. We believe that experienced independent directors, separate committee chairs and, where necessary, special committee support provide an effective leadership structure for the Company.

Oversight of Risk Management

It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. It is the Board’s responsibility to oversee management in this effort. The Board has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. In exercising its oversight, the Board has allocated some areas of focus to its committees and has retained areas of focus for itself, as described below. The Audit Committee regularly reviews financial risk, such as accounting, finance, internal controls and other risk management functions. The Nominating and Governance Committee considers risks related to succession planning and oversees the appropriate allocation of responsibility for risk oversight among the committees of the Board. The Compensation Committee considers risks related to the attraction and retention of talent and risks relating to the design of compensation programs and arrangements and has determined that the Company’s compensation programs are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee also reviews compensation and benefits plans affecting employees in addition to those applicable to executive officers. Oversight responsibility for compliance risk is shared among the Board committees. The full Board considers strategic risks and opportunities and regularly receives detailed reports from the committees regarding risk oversight in their areas of responsibility.

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Communications Between Stockholders and Board of Directors

Generally, stockholders who have questions or concerns should contact our Corporate Headquarters to the attention of Kevin R. Harris, Vice President and Chief Financial Officer, at (323) 224-3900. However, any stockholder who wishes to address questions regarding our business directly with the Board, or any individual director, should direct his or her questions to the Board members via e-mail at RGDX@openboard.info. Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the Board, such as junk mail and mass mailings, resumes and other forms of job inquiries, surveys and solicitations or advertisements, may be excluded. In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any outside director upon request.

Board Committees

In order to fulfill its responsibilities, our Board has delegated certain authority to its committees. Currently, there are three standing committees: Audit Committee, Compensation Committee and Nominating and Governance Committee.

A brief description of each of the Board committees and their functions is described below. Additional information about the committees can be found in the committee charters, which are available on the Investor Relations section of our website at www.responsegenetics.com . Printed copies of these charters may be obtained without charge by writing to the Corporate Secretary.

Our Board has determined that all of the members of each of the Board’s three standing committees are independent as defined under the rules of the NASDAQ Stock Market, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities and Exchange Act of 1934.

Audit Committee

Our Audit Committee’s responsibilities include:

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The current members of our Audit Committee are Mr. Calhoun, Mr. Chawla and Mr. Wurzer. Mr. Calhoun, who chairs the committee, is an independent director who has been determined by our Board to be an audit committee financial expert. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Calhoun’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. Calhoun any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and the Board, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board. Our Audit Committee met eight times during 2013.

A copy of the Audit Committee’s written charter is publicly available on our website at www.responsegenetics.com .

Compensation Committee

Our Compensation Committee is composed of three members and is authorized to:

The Compensation Committee has adopted a combination of compensation elements in order to further our compensation goals. The elements include: (i) base salary, (ii) annual incentive bonus compensation based upon individual and corporate performance and (iii) long-term incentive compensation in the form of equity participation. In furtherance of our compensation objectives, the Compensation Committee also considers publicly available compensation data for directors and management, provided by our compensation consultant, Vivient Consulting LLC. In addition, the Compensation Committee considers the recommendation of our chief executive officer with respect to the appropriate compensation of our other executive officers.

The current members of our Compensation Committee are Mr. Calhoun, Mr. van den Broek, and Mr. Wurzer, who chairs the committee. Our Compensation Committee met six times during 2013.

A copy of the Compensation Committee’s written charter is publicly available on our website at www.responsegenetics.com .

Nominating and Governance Committee

Our Nominating and Governance Committee is composed of three members and is authorized to:

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The current members of our Nominating and Governance Committee are Mr. Schreiber, Mr. Serruya and Mr. van den Broek, who chairs the committee. Our Nominating and Governance Committee met four times during 2013.

A copy of the Nominating and Governance Committee’s written charter is publicly available on the Company’s website at www.responsegenetics.com .

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors and executive officers, and any persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Directors, executive officers and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms and written representations from certain reporting persons, the Company believes that all filing requirements applicable to its directors and executive officers have been complied with during 2013.

Corporate Code of Conduct and Ethics

We have adopted a Corporate Code of Conduct and Ethics that applies to all of our officers, directors and employees, including our Chief Executive Officer and Chief Financial Officer. The Code is available on the investor relations page of our website at www.responsegenetics.com . In the event that we have any amendments to or waivers from any provision of the Code applicable to our Chief Executive Officer or Chief Financial Officer, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on our website.

Director Compensation

The following table shows the total compensation paid or accrued to each of our non-employee directors during the fiscal year ended December 31, 2013.

		Fees Earned $ (1)				Option Awards $ (2)				Total
Kirk. K. Calhoun (3)		$	46,500			$	35,016			$	81,516
Sam Chawla (4)		$	6,250			$	56,025			$	62,275
Michael A. Metzger (5)		$	27,500			$	—			$	27,500
Gary D. Nusbaum (6)		$	32,500			$	—			$	32,500
David Schreiber (4)		$	5,625			$	56,025			$	62,275
Michael Serruya (7)		$	21,875			$	46,439			$	68,314
Richard van den Broek (8)		$	29,625			$	28,013			$	57,638
David M. Wurzer (8)		$	35,500			$	28,013			$	63,513

(1)

A full description of all fees paid to our directors is provided below. The cash portion of fees paid represent either a 100% of the annual retainer and 100% of the committee retainer fees described below or a prorated portion of the annual retainer and the committee retainer fees described below, based on time served.

(2)

This column represents the aggregate grant date fair value of stock options granted to our directors in 2013, determined under FASB ASC Topic 718, Compensation — Stock Compensation. Assumptions used in the calculation of these amounts are included in Note 7 to our financial statements for the year ended December 31, 2013.

(3)

The aggregate number of stock options outstanding for this director as of December 31, 2013 was 118,688.

(4)

The aggregate number of stock options outstanding for this director as of December 31, 2013 was 54,000.

(5)

The aggregate number of stock options outstanding for this director as of December 31, 2013 was 54,500.

(6)

The aggregate number of stock options outstanding for this director as of December 31, 2013 was 84,688.

(7)

The aggregate number of stock options outstanding for this director as of December 31, 2013 was 104,500.

(8)

The aggregate number of stock options outstanding for this director as of December 31, 2013 was 81,500.

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On November 20, 2013, the board of directors of the Company voted to increase the annual cash retainer portion of non-employee directors’ compensation from the prior year levels. On July 30, 2012, the board of directors of the Company had voted to keep the annual cash retainer portion of non-employee directors’ compensation the same in 2012 as it was in 2011. On April 12, 2011, the board of directors revised its compensation policy to move from a retainer and committee fees program to a fixed annual retainer and committee retainer board compensation policy. Under the terms of this policy, each of our non-employee directors will receive the following, as applicable:

Annual Retainer		$	32,000
Additional Annual Retainers
Non-Executive Chairman of the Board or Lead Director		$	12,000
Audit Committee Chairman		$	10,000
Audit Committee Non-Chairman Member		$	6,000
Compensation Committee Chairman		$	10,000
Compensation Committee Non-Chairman Member		$	6,000
Nominating and Governance Committee Chairman		$	8,000
Nominating and Governance Committee Non-Chairman Member		$	3,000

In addition, on the date on which a director commences service on our board of directors, he or she will receive a one-time option to purchase a number of shares of our common stock at an exercise price not less than the fair market value of our common stock on the date of grant as recommended by our Compensation Committee and approved by the full Board. All directors also receive an annual grant of options to purchase a number of shares of our common stock at an exercise price equal to the fair market value of our common stock on the date of grant as recommended by the Compensation Committee and approved by the full Board. The one-time option granted to newly elected directors is typically for the same number of shares as the annual option grant to directors. On November 20, 2013, our Compensation Committee recommended and the full Board approved an annual grant of options to purchase 27,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the date of grant to each director of the Company except for the Lead Director for whom the Compensation Committee recommended and the full Board approved an option to purchase 33,750 shares of our common stock at an exercise price equal to the fair market value of our common stock on such date of grant. The Compensation Committee also recommended and the full Board approved a one-time grant of option to purchase 27,000 shares of our common stock to each of our two newly elected directors.

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EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION

Executive Officers

The following table sets forth certain information regarding our current executive officers:

Name		Age		Position Held with the Company
Thomas A. Bologna		66		Chairman of the Board, Chief Executive Officer
Kevin R. Harris		45		Vice President, Chief Financial Officer
Stephanie H. Astrow		52		Vice President, Research & Development
Adanech Getachew		37		General Counsel

The following is a brief summary of the background of each of our current executive officers. There are no family relationships among any of the executive officers.

Thomas A. Bologna has been our Chief Executive Officer since December 2011. Please see his biography in the section above regarding the Board.

Kevin R. Harris has served as our Vice President and Chief Financial Officer since June 12, 2013 and served as our Interim Chief Financial Officer from August 2012 to June 12, 2013. Mr. Harris served as Chief Financial Officer and a director of CyberDefender Corporation from 2009 until August 2012 (and as interim Chief Executive Officer from August 2011 until August 2012) and as Chief Operating Officer of Statmon Technologies Corp. from 2004 to 2009. He began his career at KPMG Peat Marwick as a senior auditor. Mr. Harris’s other professional experience includes serving as Head of Production Finance at PolyGram Television, Director of Corporate Financial Planning at Metro-Goldwyn-Mayer Studios and Senior Vice President of Finance at RKO Pictures. Mr. Harris earned a Bachelor of Science in Business Administration from California State University, San Bernardino and is a Certified Public Accountant in the State of California.

Stephanie H. Astrow, Ph.D., MBA, has served as our Vice President of Research and Development since March 2012. From December 2008 until she joined the Company, Dr. Astrow was Scientific Director for Oncology at Quest Diagnostics, the largest global provider of diagnostic testing. At Quest, Dr. Astrow played a key role in expanding the business by introducing new assays and services, as well as coordinating development strategy for companion diagnostics with key pharmaceutical companies. Prior to joining Quest, Dr. Astrow served as Vice President and Director of Oncology at Pathway Diagnostics for five years. Dr. Astrow joined Pathway Diagnostics after spending over 5 years with IMPATH, Inc., where she held a variety of positions including Vice President, Scientific Director of IMPATH Predictive Oncology, a wholly-owned subsidiary. Dr. Astrow received a Bachelor of Arts in Biology and Medicine at Brown University and her Ph.D. in Molecular and Cell Biology from the University of California, Berkeley. She also holds a Masters of Business Administration from Pepperdine University.

Adanech Getachew , who joined the Company in June 2012 on a part time basis, serves as our General Counsel. Ms. Getachew is an attorney in private practice in New York, New York. Since January 2011, Ms. Getachew has represented corporate and commercial clients through her affiliation with Berger Legal LLC, a boutique virtual law firm based in Ridgefield, Connecticut. Previously, from August 2005 to October 2010, Ms. Getachew was an associate at Willkie Farr & Gallagher LLP in New York, New York where her practice focused on corporate and securities laws. Ms. Getachew has her B.A. from the University of the Pacific and her J.D. from the University of California, Hastings College of the Law.

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Executive Compensation

The following table shows the total compensation awarded to, earned by, or paid to (i) our Chief Executive Officer (our Principal Executive Officer), (ii) each of our next two most highly compensated executive officers, other than our Chief Executive Officer, who served as an executive officer at December 31, 2013 and whose total compensation exceeded $100,000, and (iii) two individuals for whom disclosure would have been required but who were not serving as executive officers at December 31, 2013 (collectively, our “named executive officers”) during the last two completed fiscal years.

Summary Compensation Table

Name and Principal Position		Year				Salary ($)				Bonus ($)				Option Awards ($) (1)				All Other Compensation ($) (2)				Total
Thomas A. Bologna Chief Executive Officer			2013			$	576,654			$	323,600			$	243,786			$	163,154			$	1,307,193
			2012			$	553,708			$	4,204			$	147,140			$	172,577			$	877,629
Kevin R. Harris Vice President and Chief Financial Officer			2013			$	264,000			$	32,700			$	164,668			$	—			$	461,368
			2012			$	86,308			$	—			$	—			$	—			$	86,308
Stephanie H. Astrow Vice President, R&D			2013			$	259,354			$	74,100			$	52,540			$	—			$	385,994
			2012			$	185,692			$	—			$	144,155			$	—			$	329,847

Thomas A. Bologna Employment Agreement

In connection with Mr. Bologna’s appointment as the Company’s Chief Executive Officer, the Company and Mr. Bologna entered into an employment agreement with an initial term of three years, subject to either party’s right to terminate the agreement for any reason. Pursuant to the employment agreement, Mr. Bologna is entitled to a minimum annual base salary of $558,000, an annual incentive bonus opportunity, a Company-funded $2 million life insurance policy, reimbursement of certain legal expenses incurred in connection with negotiating the agreement, reimbursement for reasonable living and travel expenses including travel between Mr. Bologna’s east coast residences and the Company’s main office in Los Angeles and Mr. Bologna’s temporary living expenses while in Los Angeles and customary health and welfare benefits. Mr. Bologna is also entitled to a tax gross-up payment with respect to any tax liability Mr. Bologna incurs related to reimbursement of his travel and living expenses, including any taxes payable on the gross-up payment itself.

Pursuant to the employment agreement, and in reliance on NASDAQ Listing Rule 5636(c), on December 21, 2011, the Company granted Mr. Bologna (i) a stock option to purchase 600,000 shares of the Company’s common stock, which vests monthly over 36 months from the date of grant, subject to his continued employment with the Company, (ii) a stock option to purchase 300,000 shares of the Company’s common stock, which vests in two equal installments on the first day of the 18 ^th and 36 ^th calendar months from the date of grant, subject to his continued employment with the Company, or if earlier, the date on which the 30-day trailing average closing price of the Company’s common stock equals or exceeds $1.80, and (iii) 270,000 shares of restricted common stock of the Company, which vest on the date on which the 30-day trailing average closing price of the Company’s common stock equals or exceeds $2.40. The exercise price of the stock options is $1.20 per share — the closing price of the Company’s common stock on the day prior to the date of grant. During the first quarter of 2012, Mr. Bologna’s stock option award of 300,000 met the conditions for vesting in that the 30-day trailing average closing price exceeded $1.80.

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Upon a termination of employment by the Company without “cause,” by Mr. Bologna for “good reason,” due to Mr. Bologna’s death or disability, or in connection with a non-renewal of the employment agreement, Mr. Bologna will be entitled to receive the following severance benefits, subject to his execution of a release of claims against the Company and continued compliance with certain restrictive covenants that survive a termination of employment: a cash severance benefit equal to 1.5 times his base salary and highest annual bonus received in the preceding three years, a prorated target bonus for the year of termination, twenty-four months of additional vesting credit with respect to his stock options and up to five years in which to exercise such stock options, and three years of continued health and dental benefits for him and his dependents. If Mr. Bologna voluntarily resigns without “good reason” after six months of continued employment, he will be entitled to a portion of the cash severance benefits described above, as well as the continued health and dental coverage.

Upon a change in control of the Company, all of Mr. Bologna’s stock options and restricted stock awards will vest in full, and Mr. Bologna will have up to five years in which to exercise such stock options. In addition, Mr. Bologna will be entitled to a tax gross-up payment for all excise taxes incurred by him as a result of receiving any “parachute payments” in connection with such change in control.

Mr. Bologna’s employment agreement also contains customary confidentiality, assignment of inventions, non-competition, non-solicitation, and non-disparagement obligations.

Kevin R. Harris Employment Agreement

We entered into an employment agreement with Kevin R. Harris on June 12, 2013 pursuant to which Mr. Harris serves as Vice President and Chief Financial Officer of the Company. The agreement, which has an initial term of one year, automatically renews for an additional one year period on each subsequent anniversary of the agreement unless notice of non-renewal is given by either the Company or Mr. Harris to the other at least sixty days prior to such anniversary date. Pursuant to the employment agreement, Mr. Harris is entitled to a minimum annual base salary of $264,000 and is eligible for an annual bonus of up to 35% of his base salary based upon (a) the Company’s attainment of certain performance targets, as determined by the Chief Executive Officer and approved by the Board, and (b) Mr. Harris meeting personal performance objectives as reasonably determined by the Company for the applicable fiscal year. Mr. Harris was also granted an option to purchase 100,000 shares of the Company’s common stock, which vests monthly over 48 months from the date of grant and is eligible to participate in the Company’s equity-based incentive plans.

Upon a termination of employment by the Company without “cause” (as expressly defined in the agreement), Mr. Harris, subject to signing a release of claims against the Company, will be entitled to receive a severance benefit of four months of his then-current base salary payable in a lump sum or in installments, as determined by the Company in its sole discretion, provided that if Mr. Harris is terminated by the Company without “cause” within a twenty-four month period following a change of control, Mr. Harris will be entitled to receive a severance benefit of nine months of his then-current base salary plus one times Mr. Harris’s pro-rated target annual bonus that is applicable at such termination date, payable either in a lump sum or in installments, as determined by the Company in its sole discretion.

Upon a change in control of the Company, all of Mr. Harris’s stock options will vest in full.

Mr. Harris’s employment agreement also contains customary confidentiality, non-competition and non-solicitation obligations.

Stephanie H. Astrow Employment Agreement

We entered into an employment agreement with Dr. Stephanie H. Astrow on March 26, 2012 pursuant to which Dr. Astrow serves as Vice President, Research and Development of the Company. The agreement, which had an initial term of one year, automatically renews for an additional one year period on each subsequent anniversary of the agreement unless notice of non-renewal is given by either the Company or Dr. Astrow to the other at least sixty days prior to such anniversary date. Pursuant to the employment agreement, Dr. Astrow is entitled to a minimum annual base salary of $250,000 and is eligible for an annual bonus of up to 35% of her base salary based upon (a) the Company’s attainment of certain performance targets, as determined by the Chief Executive Officer and approved by the Board, and (b) Dr. Astrow meeting personal performance objectives as reasonably determined by the Company for the applicable fiscal year.

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Dr. Astrow was also granted an option to purchase 110,000 shares of the Company’s common stock, which vests monthly over 48 months from the date of grant and is eligible to participate in the Company’s equity-based incentive plans.

Upon a termination of employment by the Company without “cause,” or by Dr. Astrow for “good reason” (each as expressly defined in the agreement), Dr. Astrow, subject to her signing a release of claims against the Company, will be entitled to receive a severance benefit of nine months of her then-current base salary, plus a prorated portion of her annual bonus, payable in a lump sum or in installments, as determined by the Company in its sole discretion, provided that if Dr. Astrow is terminated by the Company without “cause” or resigns from employment as a result of a material diminution of her duties or material reduction of her compensation and benefits within a twenty-four month period following a change of control, Dr. Astrow will be entitled to receive a severance benefit of eighteen months of her then-current base salary plus one and one-half times her prorated annual bonus.

Upon a change in control of the Company, all of Dr. Astrow’s stock options will vest in full, and Dr. Astrow will have up to two years in which to exercise such stock options.

Dr. Astrow’s employment agreement also contains customary confidentiality, non-competition and non-solicitation obligations.

Outstanding Equity Awards at Fiscal Year-End 2013

The following table shows grants of stock options and restricted stock awards held by our named executive officers on December 31, 2013.

		Option Awards																				Stock Award
Name		Grant Date				Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Thomas A. Bologna			12/21/11	(1)			400,000				200,000				1.20				12/21/21
			12/21/11	(2)			300,000								1.20				12/21/21
																							270,000 (3)			$	313,200 (3)
			07/30/12	(4)			75,006				124,994				1.16				07/30/22
			11/20/13	(4)			227,167				4,833				1.31				11/20/23
Kevin R. Harris			06/12/13	(4)			12,501				87,499				1.43				06/12/23
			11/20/13	(4)			1,000				47,000				1.31				11/20/23
Stephanie H. Astrow			03/27/12	(4)			48,125				61,875				2.04				03/27/22
			07/30/12	(4)			6,003				9,997				1.16				07/30/22
			11/20/13	(4)			1,024				48,958				1.31				11/20/23

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Equity Compensation Plan Information

The table below sets forth certain information as of December 31, 2013 about the Company’s common stock that may be issued upon the exercise of options and rights under all of our existing equity compensation plans:

Securities Authorized For Issuance Under Equity Compensation Plans

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)				Weighted-average exercise price of outstanding options, warrants and rights (b)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders			2,288,076			$	1.83				1,281,924
Equity compensation plans not approved by security holders			1,170,000				1.20				—
Total			3,458,076			$	1.62				1,281,924

Securities Authorized For Issuance Outside of Equity Compensation Plans

Thomas A. Bologna Employment Agreement

In connection with Mr. Bologna’s appointment as the Company’s Chief Executive Officer, the Company and Mr. Bologna entered into an employment agreement with an initial term of three years, subject to either party’s right to terminate the agreement for any reason. Pursuant to the employment agreement, and in reliance on NASDAQ Listing Rule 5636(c), on December 21, 2011, the Company granted Mr. Bologna (i) a stock option to purchase 600,000 shares of the Company’s common stock, which vests monthly over 36 months from the date of grant, subject to his continued employment with the Company, (ii) a stock option to purchase 300,000 shares of the Company’s common stock, which vests in two equal installments on the first day of the 18 ^th and 36 ^th calendar months from the date of grant, subject to his continued employment with the Company, or if earlier, the date on which the 30-day trailing average closing price of the Company’s common stock equals or exceeds $1.80, and (iii) 270,000 shares of restricted common stock of the Company, which vest on the date on which the 30-day trailing average closing price of the Company’s common stock equals or exceeds $2.40. The exercise price of the stock options is $1.20 per share — the closing price of the Company’s common stock on the day prior to the date of grant. During the first quarter of 2012, Mr. Bologna’s stock option award of 300,000 met the conditions for vesting in that the 30-day trailing average closing price exceeded $1.80.

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PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT
PUBLIC ACCOUNTING FIRM
 
(Notice Item 2)

The Audit Committee has appointed BDO USA, LLP, independent public accountants, to audit our financial statements for the fiscal year ending December 31, 2014. The Board proposes that the stockholders ratify this appointment. BDO USA, LLP audited our financial statements for the fiscal year ended December 31, 2013. We expect that representatives of BDO USA, LLP will be present at the 2014 Annual Meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.

Audit Services And Fees

The professional services provided by BDO USA, LLP and the aggregate fees for those services rendered during the years ended December 31, 2013 and 2012 were as follows:

		2013				2012
Audit Fees		$	250,816			$	312,922
Audit Related Fees			34,846				10,863
Tax Fees		$	20,790			$	23,165
All Other Fees			—				—
Total		$	306,452			$	346,950

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.

Prior to engagement of the independent auditor for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

1.

Audit services include audit work performed in the preparation of financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

2.

Audit-Related services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

3.

Tax services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

4.

Other Fees are those associated with services not captured in the other categories. The Company generally does not request such services from the independent auditor.

Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditor.

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The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

In the event the stockholders fail to ratify the appointment, the Audit Committee will consider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of a majority of the shares cast affirmatively or negatively at the annual meeting is required to ratify the appointment of the independent public accountants.

Board Recommendation

The Board recommends that you vote FOR Proposal 2 to ratify the appointment of BDO USA, LLP as the Company’s independent public accountants for the fiscal year ending December 31, 2014.

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The increase in the authorized number of shares of common stock and the subsequent issuance of such shares could have the effect of delaying or preventing a change of control of the Company without further action by the stockholders. Shares of authorized and unissued common stock could (within the limits imposed by applicable law) be issued in one or more transactions that could make a change of control of the Company less likely. The additional authorized shares could be used to discourage persons from attempting to gain control of the Company, by diluting the voting power of shares then outstanding or increasing the voting power of persons who would support the Board in a potential takeover scenario. However, this proposal is not made in response to any effort of which we are aware to accumulate our stock or to obtain control of us, nor do we have a present intent to use the additional shares of authorized common stock to oppose a hostile takeover attempt or to delay or prevent changes in control of management.

The text of the certificate of amendment would be in substantially the form attached hereto as Annex 1 except that the text of the form may be altered for any changes required by the Secretary of State of the State of Delaware and changes deemed necessary or advisable by the Board, including the insertion of the effective time and effective date selected by the Board.

Vote Required for Approval

The affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock voting “FOR” the proposal is required to approve the amendment to the Certificate of Incorporation, as amended. As a result, abstentions and broker non-votes will have the same effect as votes against this proposal. Unless marked to the contrary, proxies received will be voted “For” the proposal.

Board Recommendation

The Board recommends that you vote FOR this Proposal 3 to amend the Certificate of Incorporation of the Company, as amended, to increase the number of authorized shares of common stock, par value $0.01 per share, of the Company by 20 million shares, from 50 million shares to 70 million shares and proxies solicited by the Board will be voted in favor thereof, unless a stockholder has indicated otherwise on the proxy.

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RELATED PARTY TRANSACTIONS

The Board of Directors has adopted a written policy requiring that any transaction involving the Company in which one of our directors, executive officers, or greater than five percent stockholders, or the immediate family members of any of the foregoing persons, has a direct or indirect material interest (a “related party transaction”), be approved or ratified by a majority of the full Board or by a designated committee of the Board.

The Board has designated the Audit Committee as having responsibility for reviewing and approving, in advance, all such transactions. In determining whether to approve or ratify any such transaction, the Audit Committee must consider, in addition to other factors deemed appropriate, whether the transaction is in the best interests of the Company and is on terms comparable to those involving unrelated parties. No member of the Audit Committee may participate in any review, approval or ratification of any related party transaction if he or she, or his or her immediate family member, has a direct or indirect material interest in the transaction.

There have been no related party transactions between January 1, 2013 and the date of filing of this proxy statement, and there is currently no proposed transaction involving the Company that would constitute a related party transaction.

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2014 Annual Meeting Proxy Materials and Results

Copies of this proxy statement and related proxy materials may be found on our website at www.responsegenetics.com . We intend to publish final results from the 2014 Annual Meeting in a Current Report on Form 8-K, which will be filed with the SEC within four (4) business days from the 2014 Annual Meeting, or as amended thereafter. You may obtain a copy of this and other reports free of charge from the SEC at (800) 732-0330 or http://www.sec.gov .

Los Angeles, California
May 27, 2014

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (other than exhibits thereto) filed with the SEC, which provides additional information about us, is available on the Internet at www.responsegenetics.com and is available in paper form to beneficial owners of our common stock without charge upon written request to Kevin R. Harris, Vice President and Chief Financial Officer, 1640 Marengo St., 7 ^th Floor, Los Angeles, California 90033.

Annex 1

Proposed Certificate of Amendment
 
of the
 
Certificate of Incorporation, as amended,
 
of
 
Response Genetics, Inc.

Pursuant to Section 242
of the General Corporation Law of the State of Delaware

The undersigned, being the Chairman of the Board of Directors and Chief Executive Officer of Response Genetics, Inc. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

FIRST:  The Certificate of Incorporation, as amended, of the Corporation is hereby amended by striking out the whole of Article Fourth as it currently exists and inserting in lieu and instead thereof, a new Article Fourth, reading as follows:

“FOURTH:  The total number of shares of capital stock which the Corporation shall have authority to issue is Seventy Million (70,000,000) shares of common stock, par value $0.01 per share (the “ Common Stock ”), and Five Million (5,000,000) shares of undesignated Preferred Stock, par value $0.01 per share (the “ Preferred Stock ”), that may be issued from time to time by the Board of Directors in one or more series.

The Board of Directors of the Corporation is hereby expressly authorized to provide, by resolution or resolutions duly adopted by it prior to issuance, for the creation of each such series and to fix the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to the shares of each such series. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determining the following:

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All shares of Preferred Stock of the same series shall be identical in all respects, except that shares of any one series issued at different times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of Preferred Stock redeemed, purchased or otherwise acquired by the Corporation (including shares surrendered for conversion) shall be cancelled and thereupon restored to the status of authorized but unissued shares of Preferred Stock undesignated as to series.”

SECOND:  The amendment effected hereby was duly authorized by the Corporation’s Board of Directors and Stockholders in accordance with the provisions of Sections 141, 228 and 242 of the Delaware General Corporation Law and shall be executed, acknowledged and filed in accordance with Section 103 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment this      day of           , 2014.

RESPONSE GENETICS, INC.

 

By:  Thomas A. Bologna
Title: Chairman of the Board of Directors and
          Chief Executive Officer