UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ~~of 1934~~OF 1934

Date of Report (~~Date~~date of earliest event reported): ~~April~~October 2719, 2011

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; Election of ~~Security~~Directors; ~~Holders~~Appointment of Principal Officers

~~The~~Effective ~~Annual~~on ~~Meeting~~October 19, of2011, ~~Shareholders~~Spencer (Barrett resigned from the ~~“Annual~~Boards ~~Meeting”)~~of Directors of both Alarion Financial Services, Inc. (~~the~~ “~~Company~~AFSI”) ~~was~~and ~~held~~its ~~on April 27,~~wholly-owned ~~2011~~subsidiary, toAlarion ~~vote~~Bank on(the “Bank”). Mr. Barrett cited business responsibilities as the ~~following~~reason ~~proposals:~~for his resignation and did not cite any disagreement with either AFSI or the Bank.

~~Proposal~~Effective I:on ~~Election~~October 19, of2011, ~~nine~~Michael ~~directors~~P. ~~Proposal~~Hill ~~II:~~resigned Anfrom ~~advisory~~the ~~vote~~Boards onof ~~Executive~~Directors ~~Compensation~~of ~~Proposal~~both ~~III:~~AFSI ~~Ratification~~and ofthe Bank. Mr. Hill cited personal reasons as the ~~appointment~~reason offor ~~Hacker,~~his ~~Johnson~~resignation &and ~~Smith~~did PAnot ascite ~~independent~~any ~~auditors~~disagreement ~~Proposal~~with ~~IV:~~either ~~Adjournment~~AFSI ofor the ~~meeting~~Bank.

Listed below are the results of the matters subject to a vote of security holders:

									Broker
	For		Against		Withheld		Abstain		Nonvote
Proposal I
Spencer Barrett		1,416,699		—		8,000		—		—
Carol R. Bosshardt		1,412,949		—		11,750		—		—
Gloria W. Fletcher		1,416,699		—		8,000		—		—
Michael P. Hill		1,416,699		—		8,000		—		—
Jon M. Kurtz		1,412,199		—		12,500		—		—
Ignacio L. Leon		1,416,699		—		8,000		—		—
Loralee W. Miller		1,412,949		—		11,750		—		—
Job E. White		1,416,699		—		8,000		—		—
Thomas W. Williams, Jr.		1,416,699		—		8,000		—		—
Proposal II		1,341,370		42,079		—		41,250		—
Proposal III		1,173,587		143,362		—		7,750		—
Proposal IV		1,380,499		10,000		—		34,250		—

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.

	ALARION FINANCIAL SERVICES, INC.	~~ALARION FINANCIAL SERVICES, INC.~~
	(Registrant)	~~(Registrant)~~
Date: May 2, 2011
Date: October 21, 2011
	/s/ Matthew Ivers		~~/s/ Matthew Ivers~~
	Matthew Ivers		~~Matthew Ivers~~
	Chief Financial Officer		~~Chief Financial Officer~~

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