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): July 1624, 2015

COMMUNITY FINANCIAL SHARES, INC.

(Exact name of registrant as specified in charter)

Maryland
(State or other jurisdiction of incorporation)

0-51296

(Commission File Number)

36-4387843

(IRS Employer Identification No.)

~~357~~9700 ~~Roosevelt~~W. Higgins Road, ~~Glen~~Suite ~~Ellyn~~800, Rosemont, Illinois ~~60137~~60018

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (~~630~~847) ~~545~~939-~~0900~~9000

Not Applicable

(Former name or former address, if changed since last report)

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:

~~[ ]~~ ¨ 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))

~~[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~1

~~[ ] Pre-commencement~~Item ~~communications~~1.01 ~~pursuant~~Entry tointo ~~Rule~~a ~~14d-2(b)~~Material ~~under~~Definitive ~~the Exchange Act (17 CFR 240~~Agreement.~~14d-2(b))~~

~~[ ] Pre-commencement~~On ~~communications~~July ~~pursuant~~24, to2015, ~~Rule~~Community ~~13e-4~~Financial Shares, Inc., a Maryland corporation (cthe “Company”), ~~under~~entered into a second supplemental indenture (the “Second ~~Exchange~~Supplemental ~~Act~~Indenture”) to amend the Indenture dated as of June 21, 2008, as supplemented by the First Supplemental Indenture dated as of June 25, 2013, between the Company and Wilmington Trust Company, a Delaware trust company, as trustee (17as ~~CFR~~so ~~240~~amended and supplemented, the “Indenture”), relating to the Company’s Floating Rate Junior Subordinated Deferrable Interest Debentures due 2037 (the “Debentures”).~~13e-4~~ Pursuant to the Second Supplemental Indenture, Wintrust Financial Corporation, an Illinois Corporation (c“Wintrust”)), succeeded to and was substituted for the Company under the Indenture, the Amended and Restated Declaration of Trust for Community Financial Shares Statutory Trust II, dated as of June 21, 2007, as sponsor, and the Guarantee Agreement for the Company, dated as of June 21, 2007, as guarantor, and expressly assumed the obligations of the Company under the Indenture and the Debentures.

~~Item~~The ~~5.07 Submission~~description of ~~Matters~~the Second Supplemental Indenture in this Current Report on Form 8-K does not purport to abe ~~Vote~~complete and is qualified in its entirety by reference to the full text of ~~Security~~the ~~Holders~~Second Supplemental Indenture, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

~~The~~Item special meeting of shareholders of Community Financial Shares, Inc. (the “Company”) was held on July 16, 2015 to vote on the proposals set forth in the proxy statement/prospectus dated May 29, 2015 and first mailed to the Company’s stockholders on or about June 5, 2015. The final results for each of the matters submitted to a vote of stockholders at the special meeting are set forth below. The results below reflect the aggregate vote by the holders of the Company’s common stock and Series C Convertible Noncumulative Perpetual Preferred Stock (the “Series C Preferred Stock”), on a fully converted basis, on each proposal. Each share of Series C Preferred Stock is convertible into 100 shares of common stock and was therefore entitled to 100 votes on each matter submitted to a vote of stockholders at the special meeting. With respect to proposals 1 and 2 ~~submitted to a vote of stockholders at the special meeting, the Series C Preferred Stock also voted as a separate class on a fully converted basis~~.01 ~~With~~Completion ~~respect to proposal 3 submitted to a vote~~ of ~~stockholders~~Acquisition ator ~~the~~Disposition ~~special meeting, the Series D Noncumulative Preferred Stock (the “Series D Preferred Stock”) voted separately as a class, with each share~~ of ~~Series D Preferred Stock entitled to one vote on the matter~~Assets. With respect to proposal 4 submitted to a vote of stockholders at the special meeting, the Series E Noncumulative Preferred (the “Series E Preferred Stock”) voted separately as a class, with each share of Series E Preferred Stock entitled to one vote the matter. A total of 19,563,905 shares of the Company’s common stock and Series C Preferred Stock, out of a total of 22,764,888 outstanding shares of common stock and Series C Preferred Stock entitled to vote as of the record date - consisting of 10,781,988 shares of common stock and 119,829 shares of Series C Preferred Stock entitled to 11,982,900 votes on an as converted basis - were present in person or represented by proxy at the special meeting, which constituted a quorum.

~~1. A~~On ~~proposal~~July ~~to approve the agreement and plan of merger~~24, ~~dated as of March 2,~~ 2015, ~~among~~the ~~Wintrust~~Company ~~Financial~~was ~~Corporation,~~merged with anand ~~Illinois~~into ~~corporation,~~ Wintrust Merger Sub LLC (“Merger Sub”), an Illinois limited liability company ~~(“Merger Sub”)~~ and ~~the~~a ~~Company~~wholly-owned ~~(“merger~~subsidiary of ~~agreement”)~~Wintrust, ~~and~~with ~~the~~Merger ~~transactions~~Sub ~~contemplated~~continuing byas the ~~merger~~surviving ~~agreement,~~corporation ~~including~~and ~~the~~a ~~merger~~wholly-owned subsidiary of Wintrust (the ~~Company~~“Merger”), pursuant ~~with~~to that certain Agreement and ~~Merger~~Plan ~~Sub~~of Merger (“the ~~merger~~“Merger Agreement”), ~~was~~dated ~~approved~~as of March 2, 2015, by ~~the~~and ~~following~~among Wintrust, ~~vote:~~Merger Sub and the Company.

~~COMMON~~As ~~STOCK~~a ~~AND~~result ~~SERIES~~of Cthe ~~PREFERRED~~Merger, ~~STOCK~~each ~~VOTES:~~share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares of Company common stock held (other than in a fiduciary capacity) by the Company or Community Bank-Wheaton/Glen Ellyn, an Illinois state bank and wholly owned subsidiary of the Company, and shares of Company common stock with respect to which appraisal rights were validly exercised) was converted into the right to receive the combination of $0.71 in cash and 0.013 shares of Wintrust common stock, no par value per share. No fractional shares were issued in the Merger, and the Company’s stockholders are entitled to receive cash rounded to the nearest whole cent in lieu of any such fractional shares. Pursuant to the Merger Agreement, in April 2015, each outstanding and unexercised option to acquire a share of the Company’s common stock was terminated and cancelled and redeemed by the Company, and no per share merger consideration was or will be exchanged therefor.

For	Against	Abstain	Broker Non-Votes
19,519,112	38,117	6,676	0

The description of the Merger and the other transactions contemplated by the Merger Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2015 and is incorporated herein by reference.

~~SERIES~~Item C3.03 ~~PREFERRED~~Material ~~STOCK~~Modification ~~VOTES:~~to Rights of Security Holders.

For	Against	Abstain	Broker Non-Votes
11,832,900	0	0	0

Upon the effective time of the Merger, holders of shares of the Company’s common stock (including holders of shares of the Company’s common stock issued upon the conversion of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock immediately prior to the Effective Time) ceased to have any rights as stockholders in the Company, other than the right to receive the merger consideration (as described above) in accordance with the Merger Agreement or, in the case of shares of the Company’s common stock held of record by stockholders who have properly exercised and perfected their appraisal rights in accordance with the Maryland General Corporation Law, appraisal rights. The information in Item 2.01, 5.01 and 5.03 is incorporated herein by reference.

~~SERIES~~Item D5.01 ~~PREFERRED~~Changes ~~STOCK~~in ~~VOTES:~~Control of Registrant.

For	Against	Abstain	Broker Non-Votes
65,427	0	0	0

In connection with the Merger, a change in control of the Company occurred, and the Company became an indirect wholly owned subsidiary of Wintrust. The information in Item 2.01 is incorporated herein by reference.

~~SERIES~~Item E5.02 ~~PREFERRED~~Departure ~~STOCK~~of ~~VOTES:~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

For	Against	Abstain	Broker Non-Votes
5,990	0	0	0

Pursuant to the Merger Agreement, at the Effective Time, the persons serving as managers of Merger Sub became the board of managers of the surviving corporation of the Merger, and the officers of Merger Sub became the officers of the surviving corporation of the Merger. As a result, the directors of the Company ceased to be directors of the Company, and the officers of the Company ceased to be officers of the Company.

2Item 5. A03 ~~proposal~~Amendments to ~~approve~~Articles ~~amendments to the articles supplementary to the articles~~ of ~~incorporation~~Incorporation ofor ~~the~~Bylaws; ~~Company~~Change ~~providing~~in ~~for,~~Fiscal among other amendments, the automatic conversion of each share of Series C Preferred Stock into 100 shares of common stock of the Company immediately prior to the effective time of the merger was approved by the following vote:Year.

~~COMMON~~Pursuant ~~STOCK~~to ~~AND~~the ~~SERIES~~Merger Agreement, on July 24, 2015, the Company amended the articles supplementary to the articles of incorporation of the Company for each of the Series C ~~PREFERRED~~Convertible ~~STOCK~~Noncumulative ~~VOTES:~~Perpetual Preferred Stock (“Series C Preferred Stock”), the Series D Convertible Noncumulative Perpetual Preferred Stock (“Series D Preferred Stock”) and the Series E Convertible Noncumulative Perpetual Preferred Stock (“Series E Preferred Stock”). Among other things, the amendments provided for the automatic conversion of each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock into 100 shares of the Company’s common stock immediately prior to the Effective Time.

For	Against	Abstain	Broker Non-Votes
19,499,289	43,645	20,971	0

The foregoing description of the amendments to the articles supplementary to the articles of incorporation of the Company for the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the full text of the amendments. Copies of the amended and restated articles supplementary to the articles of incorporation of the Company for the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock were filed as Annex B, Annex C and Annex D, respectively, to the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on June 5, 2015 and are incorporated herein by reference.

~~COMMON~~Item ~~STOCK~~9.01 ~~VOTES:~~Financial Statements and Exhibits.

For	Against	Abstain	Broker Non-Votes
7,663,789	43,645	20,971	0

(d) Exhibits.

SERIES C PREFERRED STOCK VOTES:

Exhibit No.	Description

2.1	Agreement and Plan of Merger, dated as of March 2, 2015, by and among Wintrust, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2015)

3.1	Amended and restated articles supplementary to the articles of incorporation of the Company for the Series C Preferred Stock (incorporated by reference to Annex B to the Company’s definitive proxy statement filed with the SEC on June 5, 2015)

3.2	Amended and restated articles supplementary to the articles of incorporation of the Company for the Series D Preferred Stock (incorporated by reference to Annex C to the Company’s definitive proxy statement filed with the SEC on June 5, 2015)

3.3	Amended and restated articles supplementary to the articles of incorporation of the Company for the Series E Preferred Stock (incorporated by reference to Annex D to the Company’s definitive proxy statement filed with the SEC on June 5, 2015)

4.1*	Second Supplemental Indenture, dated as of July 24, 2015, by and among the Company, Wintrust Financial Corporation and Wilmington Trust Company, as trustee

For	Against	Abstain	Broker Non-Votes
11,832,900	0	0	0

_____________

~~3. A~~* ~~proposal~~Filed to approve amendments to the articles supplementary to the articles of incorporation of the Company providing for, among other amendments, the automatic conversion of each share of Series D Preferred Stock into 100 shares of common stock of the Company immediately prior to the effective time of the merger was approved by the following vote:herewith

~~COMMON STOCK AND SERIES C PREFERRED STOCK VOTES:~~SIGNATURES

For	Against	Abstain	Broker Non-Votes
19,496,689	43,645	23,571	0

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SERIES~~WINTRUST DMERGER ~~PREFERRED~~SUB ~~STOCK~~LLC ~~VOTES:~~/s/ Lisa J. Pattis Lisa J. Pattis Manager

For	Against	Abstain	Broker Non-Votes
65,427	0	0	0

Date: July 30, 2015

~~4. A~~INDEX ~~proposal~~TO to approve amendments to the articles supplementary to the articles of incorporation of the Company providing for, among other amendments, the automatic conversion of each share of Series E Preferred Stock into 100 shares of common stock of the Company immediately prior to the effective time of the merger was approved by the following vote:EXHIBITS

COMMON STOCK AND SERIES C PREFERRED STOCK VOTES:

Exhibit No.	Description

2.1	Agreement and Plan of Merger, dated as of March 2, 2015, by and among Wintrust, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2015)

3.1	Amended and restated articles supplementary to the articles of incorporation of the Company for the Series C Preferred Stock (incorporated by reference to Annex B to the Company’s definitive proxy statement filed with the SEC on June 5, 2015)

3.2	Amended and restated articles supplementary to the articles of incorporation of the Company for the Series D Preferred Stock (incorporated by reference to Annex C to the Company’s definitive proxy statement filed with the SEC on June 5, 2015)

3.3	Amended and restated articles supplementary to the articles of incorporation of the Company for the Series E Preferred Stock (incorporated by reference to Annex D to the Company’s definitive proxy statement filed with the SEC on June 5, 2015)

4.1*	Second Supplemental Indenture, dated as of July 24, 2015, by and among the Company, Wintrust Financial Corporation and Wilmington Trust Company, as trustee

For	Against	Abstain	Broker Non-Votes
19,496,689	43,645	23,571	0

_____________

~~SERIES~~* EFiled ~~PREFERRED STOCK VOTES:~~herewith

For	Against	Abstain	Broker Non-Votes
5,990	0	0	0

5. A proposal to approve, on a non-binding, advisory basis, merger-related compensation arrangements with the Company’s named executive officers was approved by the following vote:

COMMON STOCK AND SERIES C PREFERRED STOCK VOTES:

For	Against	Abstain	Broker Non-Votes
19,127,991	380,564	55,350	0

The merger is expected to close on or about July 24, 2015.

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.

	COMMUNITY FINANCIAL SHARES, INC.
Date: July 21, 2015	By:	/s/ Donald H. Wilson
		Donald H. Wilson
		President and Chief Executive Officer

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