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): ~~May~~June 241, 2012

CITIZENS BANCORP OF VIRGINIA, INC.

(Exact Name of Registrant as Specified in Charter)

Virginia

000-50576

20-0469337

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

126 South Main Street

Blackstone, Virginia

23824

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (434) 292-7221

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 (see General Instruction A.2. below):

¨	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 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aPrincipal ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Principal Officers.

Effective June 1, 2012, Citizens Bancorp of Virginia, Inc. (the “Company”) appointed ~~held~~Geoffrey C. ~~its~~Warner, ~~Annual~~age ~~Meeting~~61, ofas ~~Shareholders~~Senior onVice ~~May 24,~~President ~~2012~~and ~~(the~~Chief ~~“Annual~~Financial ~~Meeting”).~~Officer Atof the ~~Annual~~Company ~~Meeting,~~and ~~the~~its ~~shareholders~~wholly ofowned ~~the Company~~subsidiary, ~~elected~~Citizens ~~eleven~~Bank ~~directors~~and toTrust ~~serve~~Company ~~for~~(the ~~one-year~~“Bank”). ~~terms~~Mr. Warner ~~and~~served ~~ratified~~as ~~the~~Senior Vice President ~~Company’s~~and ~~independent~~Interim ~~auditors~~Chief ~~for~~Financial ~~2012.~~Officer ~~The~~of ~~voting~~the ~~results~~Company ~~for~~and ~~each~~the ~~proposal~~Bank ~~are~~from asMarch 16, 2012 ~~follows:~~to May 31, 2012.

1Prior to joining the Company, Mr. Warner Toserved ~~elect~~as ~~eleven~~Executive ~~directors~~Vice President, Chief Operating Officer and Chief Financial Officer of Virginia Business Bank, Richmond, Virginia, from October 2009 to ~~serve~~July ~~for~~2011. ~~terms~~From November 2008 to June 2009, Mr. Warner served as Executive Vice President and Chief Financial Officer of ~~one~~First ~~year~~Financial ~~each~~Bank ~~expiring~~(In atOrganization), ~~the~~Fairfax, ~~2013~~Virginia. From ~~Annual~~September ~~Meeting~~2004 to July 2008, Mr. Warner served as Executive Vice President, Chief Operating Officer and Chief Financial Officer of ~~Shareholders:~~Virginia Company Bank, Newport News, Virginia.

	For		Withheld		Broker Non-Vote
Frank P. Beale		1,398,246		54,694		275,387
Joseph D. Borgerding		1,445,228		7,712		275,387
William D. Coleburn		1,398,996		53,944		275,387
Roy C. Jenkins, Jr.		1,430,885		22,055		275,387
Joseph F. Morrissette		1,431,535		21,405		275,387
E. Walter Newman, Jr.		1,417,471		35,469		275,387
Charles F. Parker, Jr.		1,417,971		34,969		275,387
Timothy R. Tharpe		1,417,971		34,969		275,387
Jo Anne Scott Webb		1,432,090		20,850		275,387
Samuel H. West		1,410,885		42,055		275,387
Jerome A. Wilson III		1,448,735		4,205		275,387

The Company has entered into a Management Continuity Agreement (“Agreement”), dated June 1, 2012, between the Company and Mr. Warner. The Agreement will expire on December 31, 2013; provided, that on December 31, 2012 and each December 31^st thereafter (each such December 31^st is referred to as the “Renewal Date”), the Agreement will be automatically extended for an additional calendar year so as to terminate two years from such Renewal Date.

2.In ~~The~~the ~~Board~~event of ~~Directors’~~a ~~selection~~Change in Control of ~~Yount,~~the ~~Hyde~~Company &(as defined ~~Barbour~~in the Agreement), Pthe Company will continue to employ Mr.C Warner in accordance with the terms and conditions of the Agreement for the period beginning on the Change in Control Date (as defined in the Agreement) and ending on the third anniversary of such date. The Agreement also provides for certain benefits and payments to Mr. Warner in the event of the termination of employment following a Change in Control. If his employment terminates without “Cause” (as defined ~~independent~~in ~~public~~the ~~accountants~~Agreement) or for “Good Reason” (as defined in the Agreement), or if he terminates his employment during the 90-day period following the one-year anniversary of the Change in Control, Mr. Warner is entitled to ~~audit~~receive (i) a lump sum payment of base salary and other benefits and awards earned, but not paid, through the ~~books~~date of termination, (ii) a lump sum payment equal to one and ~~accounts~~one-half times of his annual base salary in effect at the ~~Company~~date of termination, and (iii) the continuation of employee welfare benefits for ~~fiscal~~24 ~~year~~months ~~2012:~~following the date of termination.

For				Withheld				Broker Non-Vote
	1,709,913				13,564				4,850

Item 8.01 Other Events.

On May 25, 2012, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
99.1		Citizens Bancorp of Virginia, Inc. press release dated May 25, 2012.

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.

CITIZENS BANCORP OF VIRGINIA, INC. By: /s/ ~~Geoffrey~~Joseph CD. ~~Warner~~Borgerding ~~Geoffrey~~Joseph CD. ~~Warner~~Borgerding ~~Senior Vice~~ President and ~~Interim~~ Chief ~~Financial~~Executive Officer

~~May~~June 254, 2012

EXHIBIT INDEX

ExhibitNo.		Description
99.1		Citizens Bancorp of Virginia, Inc. press release dated May 25, 2012.

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