UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

CURRENT REPORT

~~PURSUANT~~ Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~ Date ~~EXCHANGE~~of ~~ACT~~Report ~~OF 1934~~(Date of earliest event reported): 02/16/2012

~~Date~~ CNB ofBANCORP ~~Report (Date of earliest event reported): August 12, 2011~~ INC.

~~CNB~~ (Exact ~~BANCORP,~~name ~~INC.~~of registrant as specified in its charter)

~~(Exact~~ Commission ~~Name~~File ~~of Registrant as Specified in Its Charter)~~ Number: 000-50729

Virginia	~~000~~54-~~50729~~2059214	~~54-2059214~~
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

11407 Windsor Blvd.

Windsor, VA 23487

(Address of principal executive offices, including zip code)

(757) 242-4422

(Registrant’s telephone number, including area code)

N/A

(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))

¨ Item ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~8.~~14a-12)~~01. Other Events

¨ The ~~Pre-commencement~~merger ~~communications~~transaction (the "Merger"), pursuant to ~~Rule~~which ~~14d~~CNB Bancorp, Inc. (the "Company") proposed to merge with and into its wholly-2owned subsidiary, Citizens National Bank (bthe "Bank"), with the Bank as the surviving entity, was approved, as required by Virginia law, by at least two-thirds of the Company's stockholders of record at the annual meeting of stockholders held on August 12, 2011. The Merger has also been approved by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. The articles of merger to effect the Merger have been filed with the Virginia State Corporation Commission and the Office of the Comptroller of the Currency, and became effective at 12:02 a.m. Eastern Time on February 15, 2012 (the "Effective Time"). As a result of the Rule 13E-3 transaction and the Merger, the separate corporate existence of the Company ceased as of the Effective Time. Each shareholder of the Company has the right to receive one share of Bank common stock for each share of Company common stock held by such shareholder as of the Effective Time. The Company is filing a certification on Form 15 pursuant to Rule 12g-4 to provide notice of termination of the registration of the Company's common stock under the Securities Exchange Act ~~(17~~of ~~CFR~~1934, ~~240~~as amended, and to suspend all reporting requirements thereunder.~~14d~~ The Bank intends to file a Current Report on Form 8-~~2(b))~~K with the Office of the Comptroller of the Currency to register the Bank's common stock under the Securities Exchange Act of 1934, as amended, and will report under such registration.

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

~~Item 5.07~~ Pursuant ~~Submission~~to the requirements of ~~Matters~~the toSecurities aExchange ~~Vote~~Act of ~~Security~~1934, ~~Holders~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On August 12, 2011, CNB Bancorp, Inc. (the “Company”) held its 2011 annual meeting of stockholders. At the annual meeting, the stockholders voted on the following proposals:

		CNB BANCORP INC.


Date: February 16, 2012	By:	/s/ Elizabeth T. Beale
		Elizabeth T. Beale
		Executive Vice President & CFO

1. To elect six directors to the Company’s Board of Directors to hold office until the next annual meeting of stockholders and until such person’s successor is duly elected and qualifies. Each of the six nominees for director was elected, and the voting results are set forth below:

Name of Director	For		Against		Broker Non-Votes
Allen E. Brown		1,064,772		48,083		—
Brenton D. Burgess		1,092,217		20,638		—
Anna M. Nash		1,092,813		20,042		—
Gerald D. Scheimberg		1,093,031		19,824		—
Susan Worrell O’Connell		1,043,031		69,824		—
Lester A. Younkins		1,092,843		20,012		—

2. To approve a merger (the “Merger Transaction”) of the Company with and into its wholly-owned subsidiary, Citizens National Bank (the “Bank”), with the Bank as the surviving entity after the Merger Transaction. The material terms of the Merger Transaction were previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2011. The Merger Transaction constitutes a “going private” transaction under Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Act”), and is being conducted such that the Company may terminate the registration of its common stock under Section 12(g) of the Act and cease its reporting and compliance obligations to the SEC under the Act. The Merger Transaction was approved and the voting results are set forth below:

For		Against				Withheld				Broker Non-Votes
1,015,664			106,165				1,650				—

SIGNATURE

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.

CNB BANCORP, INC.

Dated: August 18, 2011

/s/ Elizabeth T. Beale

Elizabeth T. Beale

Chief Financial Officer

Filing Compare · CNB BANCORP INC/VA