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) May 8, 2012

Wachovia Preferred Funding Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


1-31557		56-1986430
(Commission File Number)		(IRS Employer Identification No.)

90 South 7^th Street
Minneapolis, Minnesota		55402
(Address of Principal Executive Offices)		(Zip Code)

(877) 867-7378

(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:

¨	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 of Matters to a Vote of Security Holders.

Wachovia Preferred Funding Corp. (“WPFC”) held its annual meeting of stockholders on May 8, 2012. At the meeting, stockholders elected all four nominees for election as director of WPFC. Set forth below are the names of the nominees for election as director of WPFC, and the votes cast for and against/abstain. As the election of directors was the only matter to be acted upon at the meeting, there were no broker non-votes.


Name	For		Against/Abstain
James E. Alward		105,707,583		20,662
Howard T. Hoover		105,706,196		22,049
Charles F. Jones		105,706,053		22,193
Michael J. Loughlin		105,687,192		41,053

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.

WACHOVIA PREFERRED FUNDING CORP.

Date: May 11, 2012

/s/ Ross E. Jeffries, Jr.

Ross E. Jeffries, Jr.

Senior Vice President and Secretary

WACHOVIA PREFERRED FUNDING CORP 8-K