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): ~~October~~May 1910, ~~2011~~2012

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.~~02(b)~~07 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Principal~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment~~Holders ~~of Principal Officers~~

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

~~Effective~~Proposal onI: ~~October 19,~~Election ~~2011,~~of ~~Michael~~seven P.directors ~~Hill~~Proposal ~~resigned~~II: ~~from~~Amendment of the ~~Boards~~Articles of Incorporation to authorize the Board of Directors to designate series of ~~both~~preferred ~~AFSI~~stock ~~and~~without further shareholder approval Proposal III: Approval of the ~~Bank.~~issuance ~~Mr. Hill cited~~of ~~personal~~substitute ~~reasons~~shares asof preferred stock to the ~~reason~~United ~~for~~States ~~his~~Treasury ~~resignation~~Proposal ~~and~~IV: ~~did~~An ~~not~~advisory ~~cite~~vote ~~any~~to ~~disagreement~~approve ~~with~~the ~~either~~compensation ~~AFSI~~paid orto our executive officers Proposal V: Ratification of the ~~Bank.~~selection of Hacker, Johnson & Smith PA as independent auditors Proposal VI: Adjournment of the meeting

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


	For		Withheld		Abstain		Broker Nonvote

Proposal I
Carol R. Bosshardt		1,239,721		6,750		0		122,405
Gloria W. Fletcher		1,243,471		3,000		0		122,405
Loralee W. Hutchinson		1,243,471		3,000		0		122,405
Jon M. Kurtz		1,239,721		6,750		0		122,405
Ignacio L. Leon		1,243,471		3,000		0		122,405
Job E. White		1,243,471		3,000		0		122,405
Thomas W. Williams, Jr.		1,243,471		3,000		0		122,405

Proposal II		1,028,637		166,184		51,650		122,405

Proposal III		1,068,637		124,934		52,900		122,405

Proposal IV		1,112,833		82,388		51,250		122,405

Proposal V		1,350,702		9,564		8,250		0

Proposal VI		1,285,408		48,478		26,250		8,380

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.
	(Registrant)
Date: October 21, 2011
Date: May 14, 2012
	~~/s/ Matthew Ivers~~	/s/ Matthew Ivers
	~~Matthew Ivers~~	Matthew Ivers
	~~Chief Financial Officer~~	Chief Financial Officer

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