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): ~~October~~ August 3118, 2011

CITY NATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in charter)

State of New Jersey	0-11535	22-2434751
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

900 Broad Street, Newark, New Jersey		07102
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: (973) 624-0865

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:

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

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))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1Item 5.07 Submission of Matters to a Vote of Security Holders.

~~Item~~On 1August 18, 2011, we held our Annual Meeting of Shareholders at which the shareholders voted (i) for the election of Eugene Giscombe and Louis E.01 ~~Entry~~Prezeau ~~into~~to serve until our 2014 Annual Meeting of Shareholders, for the election of Alfonso L Carney, Jr., to serve until our 2013 Annual Meeting of Shareholders, and for the election of Preston D. Pinkett III to serve until our 2012 Annual Meeting of Shareholders; (ii) in a ~~Material~~non-binding ~~Definitive~~advisory ~~Agreement~~vote for the approval of our executive compensation; and (iii) for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2011 fiscal year ending December 31, 2011.

~~Item~~The ~~5.02~~results of the voting with respect to each matter voted upon, ~~below~~as applicable, is ~~incorporated~~are ~~herein~~set byforth ~~reference~~below.

~~Item 5~~1.~~02 Departure~~ ~~of Directors or Principal Officers,~~ Election of Directors~~, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~:

(e) On October 31, 2011, City National Bank of New Jersey (the “Bank”) and City National Bancshares Corporation, a New Jersey corporation (“CNBC” and sometimes collectively with the Bank referred to as “we” or “us”) entered into a one year employment agreement (the “Employment Agreement”) effective as of November 1, 2011 with our Interim President and Chief Executive Officer, Preston D. Pinkett, III, to serve as our President and Chief Executive Officer at an annual cash salary of $265,000 per year. In addition, Mr. Pinkett is entitled to receive twenty thousand shares of our stock payable evenly over the one year term of the Agreement. Mr. Pinkett is also entitled to a $1,200 per month auto allowance.

Nominee	For	Withheld	Broker Non- Votes
Eugene Giscombe	75,443	1,951	5,755
Louis E. Prezeau	68,123	9,271	5,755
Alfonso L Carney, Jr.,	77,030	364	5,755
Preston D. Pinkett III	77,040	354	5,755

~~In the Employment Agreement, Mr~~2. ~~Pinkett~~Non-Binding ~~has~~Vote ~~agreed~~Approving that following (i) voluntary termination by him of his employment for any reason other than as a result of a material breach of his employment agreement by us, (ii) termination of his employment by us for cause, or (iii) expiration of his employment agreement as a result of his failure to accept our offer of a renewal of the employment agreement, he will not compete with us or any of our affiliates for a period of one (1) year following such termination within a 30 mile radius from the Bank's main office located at 900 Broad Street, Newark, New Jersey or within a three mile radius from the location of any branch of the Bank existing as of the date of such termination.Executive Compensation:

In addition, the Employment Agreement provides that its terms are subject to the laws, rules, and guidance of the U.S. Department of Treasury’s Troubled Asset Relief (“TARP”) Program Capital Purchase Program and that until we are no longer a participant in and subject to the TARP Capital Purchase Program rules and guidance the Board of Directors of the Bank and CNBC (collectively, the “Board”) can unilaterally and without Mr. Pinkett’s consent amend any of the provisions of his Employment Agreement, including, but not limited to, reducing the amount of compensation and benefits provided therein, if in the Board’s sole judgment the modification is necessary to comply with the mandatory application of the U.S. Department of Treasury’s rules and guidance governing executive compensation of participants of the TARP Capital Purchase Program.

For	Against	Abstentions
76,652	628	114

~~On October 31, 2011, we also executed an amendment effective September 1, 2011 to Mr~~3. ~~Pinkett’s~~Ratification ~~prior employment agreement~~ of ~~March~~Independent 1,Registered Public ~~2011~~Accounting ~~memorializing~~Firm ~~that~~for ~~the term thereof ended October 31,~~ 2011~~. The~~ ~~amendment~~Fiscal ~~is attached as Exhibit 10.2.~~Year:

The foregoing descriptions of Mr. Pinkett’s Employment Agreement does not purport to be complete and is qualified in its entirety by the Employment Agreement a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

For

Against

Abstentions

Broker

Non-Votes

83,022

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~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.

	CITY NATIONAL BANCSHARES CORPORATION
Date: April 11, 2012	By:	/s/ Edward R. Wright
		Edward R. Wright
		Senior Vice President and Chief Financial Officer

The following exhibits are filed herewith:

Exhibit No.		Description of Exhibit
10.1		Employment Agreement, effective as of November 1, 2011, by and between City National Bank of New Jersey, City National Bancshares Corporation and Preston D. Pinkett, III
10.2		Amendment No.2 to Employment Agreement effective as of March 1, 2011 between City National Bank of New Jersey, City National Bancshares Corporation and Preston D. Pinkett, III

SIGNATURES

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.

	CITY NATIONAL BANCSHARES CORPORATION
Date: November 15, 2011	By:	/s/ Edward R. Wright
		Edward R. Wright
		Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description of Exhibit
10.1	Employment Agreement, effective as of November 1, 2011, by and between City National Bank of New Jersey, City National Bancshares Corporation and Preston D. Pinkett, III
10.2	Amendment No.2 to Employment Agreement effective asof March 1, 2011 between City National Bank of New Jersey, City National Bancshares Corporation and Preston D. Pinkett, III

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