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 414, 2010

ONEIDA FINANCIAL CORP.

(Exact name of Registrant as specified in its charter)

Federal	000-25101	16-1561678
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of Incorporation)	File Number)	Identification No.)

182 Main Street, Oneida, New York 13421-1676
(Address of principal executive offices)

(315)-363-2000 Registrant’s telephone number, including area code

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:


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))

Item 5 1.0701 ~~Submission~~Entry ofInto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~ Agreement

On May 414, 2010, Oneida Financial Corp., ~~(the~~a Federal corporation, Oneida Financial, MHC, Oneida Financial Corp., a Maryland corporation (“~~Company~~Oneida Financial-New”) ~~held~~and ~~its~~Oneida ~~Annual~~Savings ~~Meeting~~Bank ofentered ~~Stockholders.~~into Atan ~~the~~Agency ~~Annual~~Agreement ~~Meeting~~with Stifel, ~~stockholders~~Nicolaus ~~considered~~& ~~the~~Company, ~~election~~Incorporated of(“Stifel ~~directors~~Nicolaus”), ~~and the~~which ~~ratification~~will ofact ~~independent~~as ~~registered~~financial ~~public~~advisor ~~accountants.~~during AOneida ~~breakdown~~Financial-New’s ofstock ~~the~~offering ~~votes~~and ~~cast~~assist isin ~~set~~the ~~forth~~marketing ~~below~~of Oneida Financial-New’s common stock during its stock offering.

The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-165458) ~~The~~filed ~~election~~by Oneida Financial-New under the Securities Act of ~~directors:~~1933, as amended, and a related prospectus dated May 14, 2010. For a description of the fees to be paid to Stifel Nicolaus pursuant to the Agency Agreement, see “The Conversion and Offering—Marketing Arrangements” in the prospectus.

					Broker
	For		Withheld		non-votes
John E. Haskell		6,660,201		30,454		450,498
Michael R. Kallet		6,662,868		27,787		450,498
Nancy E. Ryan		6,660,797		29,858		450,498
John A. Wight M.D.		6,651,578		39,077		450,498

A copy of the Agency Agreement is filed as Exhibit 1.1 hereto and incorporated by reference herein.

2. The ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accountants for the year ending December 31, 2010.

For		Against		Abstain		Broker non-votes
7,112,063		13,245		15,845		0


Item 9.01		Financial Statements and Exhibits

(a) No financial statements of businesses acquired are required. (b) No pro forma financial information is required. (c) Not applicable. (d) Exhibits: None.


(a)	No financial statements of businesses acquired are required.

(b)	No pro forma financial information is required.

(c)	Not applicable.

(d)	Exhibits:	1.1	Agency Agreement dated May 14, 2010, by and among Oneida Financial Corp. (Maryland), Oneida Financial Corp. (Federal), Oneida Financial, MHC and Oneida Savings Bank.

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.

	ONEIDA FINANCIAL CORP.	~~ONEIDA FINANCIAL CORP.~~
Date: May 7, 2010	By:	/s/ Eric E. Stickels
Date: May 20, 2010	By:	/s/ Michael R. Kallet
		Eric E. Stickels
		Michael R. Kallet
		Executive Vice President and Chief Financial Officer (Duly Authorized Representative)
		President and Chief Executive Officer (Duly Authorized Representative)

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