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~~August 2524, 2011

Coastal Banking Company, Inc.

(Exact name of registrant as specified in its charter)

South Carolina ~~(State or other jurisdiction of incorporation)~~

(State or other jurisdiction of incorporation)

000-28333		58-2455445
(Commission File Number)		(IRS Employer Identification No.)

36 Sea Island Parkway, Beaufort, South Carolina		29902
(Address of principal executive offices)		(Zip Code)

(843) 522-1228 ~~(Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)~~

(Registrant’s telephone number, including area code)

(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):

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

o 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 5.07. Submission of Matters to a Vote of Security Holders.~~1

~~The~~ITEM ~~annual meeting of shareholders of Coastal Banking Company, Inc~~5. ~~(the “Company”) was held on May 25, 2011 (the “Annual Meeting”)~~02. ~~Proxies~~ DEPARTURE ~~for~~OF ~~the~~DIRECTORS ~~Annual~~OR ~~Meeting~~CERTAIN ~~were~~OFFICERS; ~~solicited~~ELECTION ~~pursuant~~OF toDIRECTORS; ~~Section~~APPOINTMENT ~~14(a)~~OF ofCERTAIN ~~the~~OFFICERS; ~~Securities~~COMPENSATORY ~~Exchange~~ARRANGEMENTS ~~Act~~OF ofCERTAIN ~~1934, as amended~~OFFICERS. ~~The matters listed below were submitted to a vote of the Company’s shareholders and the final voting results were as follows:~~

~~Votes~~On onAugust 24, 2011, the ~~election~~Company’s Board of ~~three~~Directors, as recommended by the Compensation Committee of the Board, approved a grant of 6,500 shares of restricted stock to Michael G. Sanchez. The Company is a participant in the Capital Purchase Program (3the “CPP”) ~~Class~~established ~~III~~under ~~directors~~the Troubled Asset Relief Program (“TARP”), pursuant to which the Company is required to limit the amount and, under certain circumstances, the form of consideration paid to Mr. Sanchez for athe ~~three-year~~services ~~term~~he ~~expiring~~has rendered and is expected to render in ~~2014~~his ~~were~~role as ~~follows:~~President and Chief Executive Officer of the Company and the Bank. This restricted stock award will vest and become freely transferable on the later of the date when the Company has fully repaid all TARP assistance and the second anniversary date of grant.

Name	For	Withheld	Abstentions	Broker Non-Votes
Robert B. Pinkerton	979,903	-	12,477	1,083,317
Edward Wilson	979,592	-	13,135	1,082,970
Marshall E. Wood	980,403	-	11,977	1,083,317

The foregoing description of the restricted stock award is qualified in its entirety by reference to the terms of the Coastal Banking Company, Inc. Restricted Stock Award filed herewith as Exhibit 10.1 and is hereby incorporated by reference.

~~Votes~~ITEM on9.01. FINANCIAL ~~the~~STATEMENTS ~~election~~AND ~~of one (1) Class II director for a two-year term expiring in 2013 were as follows:~~EXHIBITS.

Name		For			Withheld			Abstentions			Broker Non-Votes
Mark B. Heles		979,903			-			12,477			1,083,317

(c)

Exhibits

Votes on the proposal to ratify the appointment of Mauldin & Jenkins, Certified Public Accountants, LLC, as the Company’s independent registered public accounting firm for the year ending December 31, 2011 were as follows:

No.		Description
10.1		Coastal Banking Company, Inc. Restricted Stock Award for Michael G. Sanchez, dated August 24, 2011.

For			Against			Abstentions			Broker Non-Votes
2,066,302			4,873			4,522			-

Votes on the proposal to approve a non-binding resolution regarding the compensation of the Company’s executive officers named in the Summary Compensation Table of the Company’s Proxy Statement for the Annual Meeting, including the executive compensation tables and related disclosure in the Proxy Statement, were as follows:

For			Against			Abstentions			Broker Non-Votes
910,060			24,103			46,383			1,083,397

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.

	COASTAL BANKING COMPANY, INC.
Dated: May 26, 2011	By:	/s/ Paul Garrigues
Dated: September 22, 2011	By:	/s/ Michael G. Sanchez
		Paul Garrigues
		Michael G. Sanchez
		Chief Financial Officer
		President and Chief Executive Officer

EXHIBIT INDEX

No.		Description
10.1		Coastal Banking Company, Inc. Restricted Stock Award for Michael G. Sanchez, dated August 24, 2011.

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