Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At their 2009 annual meeting held on May 1, 2009, the shareholders of TomoTherapy Incorporated (the "Company") approved a First Amendment (the "Amendment") to the Company's 2007 Equity Incentive Plan (the "Plan"). Such shareholder approval effectuated an increase in the number of shares available for issuance under the Plan by 5,033,334 shares. The Board of Directors of the Company unanimously approved such increase in the number of shares available for issuance under the Plan on March 6, 2009, subject to shareholder approval. Descriptions of the Amendment and the Plan are included in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2009 (the "Proxy Statement") under the heading "Proposal 3: Approval of an Amendment to the 2007 Equity Incentive Plan." Such descriptions are incorporated herein by reference and are qualified in their entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 99.1, and the Plan, which is contained in Appendix I to the Proxy Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number Description

99.1 First Amendment to the Company's 2007 Equity Incentive Plan

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