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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of 1934 ~~earliest event reported) May 13, 2011~~

Date of Report (Date of earliest event reported) June 24, 2011

NAUGATUCK VALLEY FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

United States	0-50876	65-1233977
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
333 Church Street, Naugatuck, Connecticut		06770
(Address of principal executive offices)		(Zip Code)

333 Church Street, Naugatuck, Connecticut		06770
(Address of principal executive offices)		(Zip Code)

(203) 720-5000

(Registrant’s telephone number, including area code)

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))

Item 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement.~~Security Holders

~~On May 13, 2011, Naugatuck Valley Financial Corporation~~ (~~the “Registrant”~~a), ~~Naugatuck~~The ~~Valley~~annual ~~Mutual~~meeting ~~Holding~~of ~~Company,~~stockholders ~~Naugatuck~~of ~~Valley Savings and Loan, and~~ Naugatuck Valley Financial ~~Corporation,~~ ~~a Maryland corporation (“New Naugatuck Valley Financial~~ Corporation”) ~~entered into an Agency Agreement with Stifel, Nicolaus & Company, Incorporated~~ (~~“Stifel~~the ~~Nicolaus~~“Company”), ~~pursuant~~was toheld ~~which~~on ~~Stifel Nicolaus will act as financial advisor to New Naugatuck Valley Financial Corporation in connection with its stock offering~~June 24, including acting as sole book-running manager in a syndicated community offering, and will assist on a best efforts basis in the marketing of New Naugatuck Valley Financial Corporation’s common stock during the stock offering2011.

~~The shares of common stock of New Naugatuck Valley Financial Corporation are being offered pursuant to a Registration Statement on Form S-1~~ (~~File No. 333-167482~~b) ~~filed~~The bymatters ~~New~~considered ~~Naugatuck Valley Financial Corporation under the Securities Act of 1933, as amended,~~ and avoted ~~related prospectus.~~on ~~For~~by ~~a description of~~ the ~~fees~~stockholders toat ~~be paid to Stifel Nicolaus pursuant to~~ the ~~Agency~~annual ~~Agreement,~~meeting ~~see “The Conversion~~ and ~~Offering — Marketing Arrangements” in~~ the ~~prospectus~~vote ~~contained in the Registration Statement. A copy~~ of the ~~Agency~~stockholders ~~Agreement~~were ~~is included~~ as ~~Exhibit 1.1 to this report.~~ follows:

~~Item 9~~1.01 ~~Financial~~The ~~Statements~~plan of conversion and ~~Exhibits.~~reorganization was approved by the following vote:

Shares Voted For

Shares Voted Against

Abstentions

Broker

Non-Votes

6,052,674

32,575

3,702

505,358

2a.

The informational proposal concerning the provision in new Naugatuck Valley Financial’s articles of incorporation requiring a super-majority vote to approve certain amendments to New Naugatuck Valley Financial’s articles of incorporation.

Shares Voted For

Shares Voted Against

Abstentions

Broker

Non-Votes

5,805,103

271,154

12,733

505,358

2b.

The informational proposal concerning the provision in new Naugatuck Valley Financial Corporation’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of new Naugatuck Valley Financial Corporation’s outstanding voting stock.

Shares Voted For

Shares Voted Against

Abstentions

Broker

Non-Votes

5,777,858

297,279

13,891

505,358

The following individuals were elected as directors, for the term reflected below, by the following vote.


Name	Votes For		Votes Withheld		Broker Non-Votes

For a term of three years:
Carlos S. Batista		6,016,673		72,369		505,358
John C. Roman		6,040,124		48,917		505,358
Camilo P. Vieira		6,037,512		51,529		505,358

The appointment of Whittlesey & Hadley, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2011 was ratified by the stockholders by the following vote:


Shares Voted For	Shares Voted Against	Abstentions
6,467,099	80,813	46,386

There were no broker non-votes on the proposal.

Item 8.01

Other Events

On June 24, 2011, the Company announced that the Company’s Plan of Conversion and Reorganization was approved by members of Naugatuck Valley Mutual Holding Company and by the shareholders of the Company at separate meetings held on that date. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Number		Description
1.1		Agency Agreement between Naugatuck Valley Financial Corporation, Naugatuck Valley Mutual Holding Company, Naugatuck Valley Savings and Loan and new Naugatuck Valley Financial Corporation and Stifel, Nicolaus & Company, Incorporated, dated May 13, 2011.
99.1		Press Release dated June 24, 2011

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 thereunto duly authorized.

NAUGATUCK VALLEY FINANCIAL CORPORATION

Date: May 18, 2011

/s/ John C. Roman

Date: June 27, 2011

/s/ John C. Roman

John C. Roman

President and Chief Executive Officer

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