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~~November 2516, 2011

TOWER BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or other jurisdiction of incorporation)

of incorporation)

001-34277

25-1445946

(Commission

file number)

(IRS employer ID)

001-34277		25-1445946
(Commission file number)		(IRS employer ID)
112 Market Street, Harrisburg, Pennsylvania		17101
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code – (717) 231-2700

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 (see General Instruction A.2. below):

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

x¨ 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 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders

On ~~October~~November 2616, 2011, Tower Bancorp, Inc. (~~NASDAQ: TOBC~~“Tower”) ~~issued~~held a ~~press~~special ~~release~~meeting ~~reporting~~of on its ~~results~~shareholders ofto ~~operations~~(i) approve ~~for~~and adopt the ~~quarter~~Agreement ~~ended~~and ~~September~~Plan of Merger dated June 3020, 2011 between Susquehanna Bancshares, Inc. A ~~copy~~(“Susquehanna”) and Tower, as amended, providing for the merger (the “Merger”) of ~~this~~Tower ~~press~~with ~~release~~and into Susquehanna and related transactions (the “Merger Agreement”) and is(ii) approve, ~~furnished~~in asa ~~Exhibit~~nonbinding ~~99.1~~vote, the compensation payable to ~~this~~the ~~Report~~named executive officers of Tower in connection with the Merger. Notice of the meeting and isproxy ~~not~~solicitation ~~“filed”~~materials ~~for~~were ~~purposes~~mailed to shareholders of ~~Section~~record on or about October 186, 2011. As of the ~~Securities~~record ~~Exchange~~date ~~Act~~of September 21, 2011, there were a total of ~~1934~~12,007,187 ~~and~~shares isof ~~not~~Tower ~~incorporated~~common bystock ~~reference~~outstanding ~~into~~and ~~any~~entitled ~~filings~~to vote at the ~~Registrant~~special ~~has~~meeting. ~~made~~The oritems ~~may~~voted ~~make~~on ~~under~~at the special meeting and the votes ~~Securities~~for ~~Act~~each ofproposal ~~1933.~~were as follows:

~~Item~~Proposal ~~8.01~~1 ~~Other~~– ~~Events~~Approval and Adoption of the Merger Agreement

OnThe ~~October 25,~~proposal ~~2011~~ to approve the ~~Registrant’s~~Merger ~~Board~~Agreement ofwas ~~Directors~~approved ~~declared~~by athe ~~quarterly~~required ~~cash~~vote ~~dividend~~– the affirmative vote of ~~$0.14~~the ~~per~~holders ~~share,~~of ~~payable~~at onleast 662/3% ~~November 30,~~of ~~2011~~the tooutstanding ~~shareholders~~shares of ~~record~~Tower atcommon stock. The number of votes cast for and against, as well as the ~~close~~number of ~~business~~abstentions and broker nonvotes on ~~November 15~~this proposal, ~~2011.~~was as follows:

Item 9.01. Financial Statements and Exhibits.


For	Against	Abstentions	Broker Nonvotes
9,239,968	373,563	31,780	—

~~(d)~~Proposal ~~Exhibits~~3 – Non-Binding Advisory Vote Regarding Executive Compensation

ExhibitNo.		Description
99.1		Press Release dated October 26, 2011

The proposal to approve the compensation of Tower’s named executive officers in connection with the Merger was approved by the required affirmative vote of a majority of the shares of common stock present at the meeting, in person or by proxy. The number of votes cast for and against, as well as the number of abstentions and broker nonvotes on this proposal, was as follows:


For	Against	Abstentions	Broker Nonvotes
8,616,154	867,603	161,554	—

In connection with the special meeting, Tower also solicited proxies with respect to a proposal to adjourn the special meeting if necessary to solicit additional proxies in favor of the approval and adoption of the Merger Agreement (referred to in the proxy materials as Proposal 2). The adjournment proposal was withdrawn and not submitted to the shareholders of Tower for approval at the meeting because Tower shareholders approved the Merger Agreement by the requisite vote, as disclosed above.

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.

		TOWER BANCORP, INC.	~~TOWER BANCORP, INC.~~
		(Registrant)	~~(Registrant)~~
Date:	October 26, 2011		By:	/s/ Andrew S. Samuel
Date: November 16, 2011		By:	/s/ Andrew S. Samuel
			Andrew S. Samuel
			Chairman and Chief Executive Officer

EXHIBIT INDEX

ExhibitNo.		Description
99.1		Press Release dated October 26, 2011

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