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) ~~August~~May 2423, ~~2011~~2012

Coastal Banking Company, Inc.

(Exact name of registrant as specified in its charter)

South Carolina

(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)

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)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1Item 5.07. Submission of Matters to a Vote of Security Holders.

~~ITEM~~The 5annual meeting of shareholders of Coastal Banking Company, Inc.02 (the “Company”) was held on May 23, 2012 (the “Annual Meeting”). ~~DEPARTURE~~ Proxies OFfor ~~DIRECTORS~~the ORAnnual ~~CERTAIN~~Meeting ~~OFFICERS;~~were ~~ELECTION~~solicited OFpursuant ~~DIRECTORS;~~to ~~APPOINTMENT~~Section OF14(a) ~~CERTAIN~~of ~~OFFICERS;~~the ~~COMPENSATORY~~Securities ~~ARRANGEMENTS~~Exchange OFAct ~~CERTAIN~~of ~~OFFICERS~~1934, as amended. The matters listed below were submitted to a vote of the Company’s shareholders and the final voting results were as follows:

OnVotes ~~August~~on ~~24, 2011,~~ the ~~Company’s~~election ~~Board~~ of ~~Directors,~~four ~~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~~ (~~the “CPP”~~4) ~~established~~Class ~~under~~I ~~the~~directors ~~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 ~~the~~a ~~services~~three-year heterm ~~has~~expiring ~~rendered and is expected to render~~ in ~~his~~2015 ~~role~~were as 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.follows:

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.

Name	For	Withheld	Abstentions	Broker Non-Votes
Christina H. Bryan	1,024,964	-	8,946	905,117
James W. Holden, Jr.	1,025,018	-	8,892	905,117
James C. Key	1,025,018	-	8,892	905,117
Michael G. Sanchez	1,025,018	-	8,946	905,063

~~ITEM~~Votes ~~9.01. FINANCIAL~~on ~~STATEMENTS~~the ~~AND~~proposal ~~EXHIBITS.~~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, 2012 were as follows:

For	Against	Abstentions	Broker Non-Votes
1,895,836	582	40,866	1,743

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

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
942,675	61,646	29,590	905,116

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: September 22, 2011	By:	/s/ Michael G. Sanchez
Dated: May 23, 2012	By:	/s/ Paul Garrigues
		Michael G. Sanchez
		Paul Garrigues
		President and Chief Executive Officer
		Chief Financial 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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