UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

~~Pursuant~~THE toSECURITIES ~~Section 13~~EXCHANGE orACT ~~15(d)~~OF of1934 ~~the~~

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (date of ~~1934~~ earliest event reported): August 31, 2012

Date of Report (Date of earliest event reported): May 10, 2012

ALARION FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Florida

000-51843

20-3851373

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

One Northeast First Avenue, Ocala, Florida 34470

(address of principal executive offices)

Registrant’s telephone number: (352) 237-4500

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 Instructions 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~~ITEM 5.0702(b) ~~Submission~~Departure of ~~Matters~~Directors toor aPrincipal ~~Vote~~Officers. ~~of Security Holders~~

~~The~~On ~~Annual~~August 31, ~~Meeting~~2012, ofAlarion ~~Shareholders~~Financial Services, Inc. (the “~~Annual Meeting~~Company”) announced the retirement of ~~Alarion~~Jon ~~Financial~~M. ~~Services~~Kurtz, ~~Inc.~~Chief Executive Officer and President of both the Company and its wholly-owned subsidiary Alarion Bank (the “~~Company~~Bank”). ~~was~~The ~~held~~retirement ~~on April~~will be effective in October 2012 and Mr. ~~27,~~Kurtz ~~2011,~~will assist the Company and the Bank in their transition to a ~~vote~~new onChief Executive Officer and President by serving as a consultant. Mr. Kurtz will remain a member of the ~~following~~Boards ~~proposals:~~of Directors of both the Company and the Bank.

~~Proposal~~The I:Company ~~Election~~and ofthe ~~seven~~Bank ~~directors~~have ~~Proposal~~commenced ~~II:~~a ~~Amendment~~search for a new Chief Executive Officer and President. During this period, Company and Bank Chairperson Loralee W. Hutchinson will serve as Interim Chief Executive Officer and President. Ms. Hutchinson, age 63, has been a resident of the ~~Articles~~Gainesville ofarea ~~Incorporation~~since to1982. ~~authorize~~She ~~the~~received ~~Board~~a ofBaccalaureate ~~Directors~~degree toin ~~designate~~education ~~series~~from Georgia State University in 1971 and a Masters Degree in education from the University of ~~preferred~~Central ~~stock~~Florida ~~without~~in ~~further~~1979. ~~shareholder~~Ms. Hutchinson ~~approval~~earned ~~Proposal~~her ~~III:~~Masters ~~Approval~~while serving on the professional staff of the ~~issuance~~First Baptist Church of ~~substitute~~Winter ~~shares~~Park, Florida, and as Director and Headmaster of ~~preferred~~its ~~stock~~Learning toTree ~~the~~Preschool, ~~United~~also ~~States~~in ~~Treasury~~Winter Park. ~~Proposal~~From ~~IV:~~April An1998 ~~advisory~~through ~~vote~~February to2004, ~~approve~~Ms. Hutchinson ~~the~~was ~~compensation~~an ~~paid~~organizer toand ~~our~~a ~~executive~~director ~~officers~~of ~~Proposal~~Millennium V:Bank ~~Ratification~~in Gainesville, Florida. During that period, she also served on the Executive Committee, Loan Committee, and as Chairperson of the Marketing ~~selection~~Committee. Her other experience includes the management of ~~Hacker~~family-owned commercial, ~~Johnson~~residential, &and ~~Smith~~agricultural PAreal estate businesses, and serving as President of Lake Area Development Company, a privately held local company. She is also a realtor and an independent ~~auditors~~contractor ~~Proposal~~with ~~VI:~~Bosshardt ~~Adjournment~~Realty Services, Inc. in Gainesville, Florida. Ms. Hutchinson’s community activities include memberships in the Women’s Council of Realtors, and Council for Economic Outreach. She has also previously served several terms as a member of the ~~meeting~~Board of Directors of Oak Hall School

~~Listed~~On August 31, ~~below~~2012, ~~are~~ the ~~results~~Company ofissued ~~the~~a ~~matters~~letter ~~subject~~regarding toMr. Kurtz’s aretirement, ~~vote~~which ofis ~~security~~furnished ~~holders:~~as an exhibit hereto.

	For		Withheld		Abstain		BrokerNonvote
Proposal I
Carol R. Bosshardt		1,239,721		6,750		0		122,405
Gloria W. Fletcher		1,243,471		3,000		0		122,405
Loralee W. Hutchinson		1,243,471		3,000		0		122,405
Jon M. Kurtz		1,239,721		6,750		0		122,405
Ignacio L. Leon		1,243,471		3,000		0		122,405
Job E. White		1,243,471		3,000		0		122,405
Thomas W. Williams, Jr.		1,243,471		3,000		0		122,405
Proposal II		1,028,637		166,184		51,650		122,405
Proposal III		1,068,637		124,934		52,900		122,405
Proposal IV		1,112,833		82,388		51,250		122,405
Proposal V		1,350,702		9,564		8,250		0
Proposal VI		1,285,408		48,478		26,250		8,380

ITEM 9.01.

Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

~~Pursuant~~The tofollowing ~~the~~exhibit ~~requirements~~is offurnished ~~the~~with ~~Securities Exchange Act of 1934, the registrant has duly caused~~ this ~~report~~Report: ~~to be signed on its behalf by the undersigned hereunto duly authorized.~~

	ALARION FINANCIAL SERVICES, INC.
	(Registrant)
Date: May 14, 2012
		/s/ Matthew Ivers
		Matthew Ivers
		Chief Financial Officer

99.1 Letter dated August 31, 2012

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.

Date: August 31, 2012

Alarion Financial Services, Inc.

(Registrant)


By:		/s/ Matthew Ivers
		Matthew Ivers
		Chief Financial Officer

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