UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April ~~February 20~~2, 2013

CHARTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

United States	~~001-34889~~	58001-~~2659667~~34889	58-2659667
(State or other jurisdiction of	(Commission	(IRS Employer
(State or Other Jurisdiction of Incorporation)		(Commission File No.)	(I.R.S. Employer Identification No.)
incorporation or organization)	File Number)	Identification No.)

1233 O. G. Skinner Drive, West Point, Georgia	~~31833~~	31833
(Address of principal executive offices)	(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (706) 645-1391

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:

[ ] 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 ]5.07.Submission ~~Soliciting~~of ~~material~~Matters ~~pursuant~~ to ~~Rule~~a ~~14a-12~~Vote ~~under~~of ~~the~~Security ~~Exchange Act (17 CFR 240~~Holders.~~14a-12)~~

[(a) ]The ~~Pre-commencement~~Special ~~communications~~Meeting ~~pursuant~~of toStockholders ~~Rule~~of ~~14d-2(b)~~Charter ~~under~~Financial Corporation (the ~~Exchange~~“Company”) ~~Act~~was ~~(17~~held ~~CFR~~on ~~240.14d-~~April 2~~(b))~~, 2013.

[(b) ]There ~~Pre-commencement~~were ~~communications~~18,244,151 ~~pursuant~~shares of common stock of the Company eligible to ~~Rule~~be ~~13e-4(c)~~voted ~~under~~at the ~~Exchange~~Special ~~Act~~Meeting (and 17,204,060 ~~CFR~~shares ~~240~~represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.~~13e-4(c))~~

~~Item~~The ~~5.07. Submission~~items ofvoted ~~Matters~~upon toat athe ~~Vote~~Special ofMeeting ~~Security~~and ~~Holders~~the vote for each proposal were as follows:

1. The ~~2013~~approval ~~Annual Meeting~~ of ~~Stockholders~~a plan of ~~Charter~~conversion ~~Financial~~and ~~Corporation~~reorganization ~~(the~~whereby ~~“Company”)~~First ~~was held on February 20~~Charter, ~~2013~~MHC ~~(the~~and ~~“Annual~~Charter ~~Meeting”).~~Financial ~~The~~Corporation ~~matters~~will ~~considered~~convert and ~~voted~~reorganize onfrom by the ~~Company’s~~mutual ~~shareholders~~holding atcompany ~~the~~structure ~~Annual~~to ~~Meeting and~~ the ~~vote~~stock ofholding ~~the~~company ~~shareholders was as follows:~~structure.

~~Matter~~Including 1.the ~~The~~votes ~~election~~ of ~~Curti~~First M.Charter, ~~Johnson and Edward D. Smith to serve as directors for a three-year term and until their successor are elected and qualified.~~MHC:

Nominee	Shares Voted For	Shares Withheld	Broker Non-Votes
For		Against		Abstain	Broker Non-Votes
Curti M. Johnson	15,822,334	942,187	938,224
17,134,245		1,442		639	-
Edward D. Smith	16,414,787	339,734	948,224

~~Matter~~Excluding ~~2. The ratification of~~ the ~~appointment~~votes of ~~Dixon~~First ~~Hughes Goodman LLP as the Company’s independent public accounting firm for the year ending September 30~~Charter, ~~2013.~~MHC:

Shares Voted For	Shares Voted Against	Abstentions
For		Against	Abstain	Broker Non-Votes
17,694,773	3,357	4,615
5,676,321		1,442	639	-

2.	The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the plan of conversion and reorganization.

For		Against		Abstain		Broker Non-Votes
16,922,556		264,484		17,020		-

3a.	Approval of a provision in New Charter Financial’s articles of incorporation requiring a super-majority vote of stockholders to approve certain amendments to New Charter Financial’s articles of incorporation;

For		Against		Abstain		Broker Non-Votes
14,689,975		2,430,851		15,500		-

3b.	Approval of a provision in New Charter Financial’s articles of incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to New Charter Financial’s bylaws;

For		Against		Abstain		Broker Non-Votes
14,689,967		2,430,859		15,500		-

3c.	Approval of a provision in New Charter Financial’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of New Charter Financial’s outstanding voting stock.

For		Against		Abstain		Broker Non-Votes
14,693,083		2,426,441		16,802		-

(c)	Not applicable

Item 8.01. Other Events.

On April 2, 2013, Charter Financial Corporation, a federal corporation (the “Company”), announced that the members of First Charter, MHC (the “MHC”) and the Company’s stockholders each approved the Plan of Conversion and Reorganization pursuant to which the MHC will convert to the stock holding company form of organization. Charter Financial Corporation, a Maryland corporation and the proposed stock holding company for CharterBank, also announced the results of its offering of shares of common stock in connection with the conversion.

A copy of the press release is included as exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits

Exhibit No.	Description

99.1	Press Release dated April 2, 2013

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.

	CHARTER FINANCIAL CORPORATION
		CHARTER FINANCIAL CORPORATION (Registrant)
	(Registrant)
DATE: April 3, 2013	By:	/s/ Curtis R. Kollar
Date: February 26, 2013	By:	/s/ Curtis R. Kollar
		Curtis R. Kollar
		Curtis R. Kollar
		Chief Financial Officer
		Chief Financial Officer

Filing Compare · CHARTER FINANCIAL CORP/GA