8-K

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 29, 2012

Cardinal Bankshares Corporation

(Exact name of registrant as specified in its charter)

Virginia	0-28780	54-1804471
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
101 Jacksonville Circle, P.O. Box 215 Floyd, Virginia		24091
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (540) 745-4191

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2012, Cardinal Bankshares Corporation (the “Company”) and its wholly-owned subsidiary, Bank of Floyd (the “Bank”), announced that Michael D. Larrowe has been named President and Chief Executive Officer of both the Company and the Bank. Mr. Larrowe’s appointment was effective May 29, 2012. Mr. Larrowe had previously served as Executive Vice President of the Company and the Bank. In addition, Mr. Larrowe was appointed to the boards of directors of the Company and the Bank.

Mr. Larrowe was appointed President and Chief Executive Officer of the Company and the Bank following the termination of R. Leon Moore in his positions as President and Chief Executive Officer of the Company and the Bank effective May 29, 2012.

Mr. Larrowe, age 57, has been Executive Vice President of the Company and the Bank since July 2011. He previously served as Executive Vice President and Chief Administrative Officer for Waccamaw Bankshares, Inc. and Waccamaw Bank from November 2010 to April 2011. He was Executive Vice Chairman and Chief Operating Officer of Bank of the Carolinas and Executive Vice President and Vice Chairman of the Board for Bank of the Carolinas Corporation from May 2008 to May 2010. Mr. Larrowe previously served as Regional Managing Partner for Elliott Davis, LLC, a 450-person public accounting firm, and has also provided consulting services to community banks through his consulting company, Larrowe & Company, plc, during the past five years. Mr. Larrowe has over 29 years of experience as a certified public accountant in the public accounting sector, with an emphasis on community banking.

The Company has previously entered into an employment agreement, dated July 20, 2011, with Mr. Larrowe establishing his compensation and other terms of his employment. No material changes have been made to such employment agreement in connection with the above-referenced appointments.

A copy of the press release of the Company and the Bank announcing the appointment of Mr. Larrowe as President and Chief Executive Officer of such entities is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description of Exhibit
99.1	Press Release dated June 4, 2012.

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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.

	CARDINAL BANKSHARES CORPORATION
Dated: June 6, 2012	By:	/s/ J. Alan Dickerson
		J. Alan Dickerson
		Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release dated June 4, 2012.

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

June 04, 2012

Contact:
Michael Larrowe	John Paul Houston
President and CEO	Chairman
Bank of Floyd	Bank of Floyd
(540) 745-5210	(540) 745-3574

Bank of Floyd names Larrowe president, CEO;

New director Houston elected chairman

Corporate board demonstrates strong support for Larrowe

FLOYD, Va. – The Boards of Directors for Cardinal Bankshares Corporation and the Bank of Floyd has named former Executive Vice President Michael Larrowe president and chief executive officer of both organizations. In addition, Larrowe will serve as a director on both boards.

In a separate action, John Paul Houston, one of three new directors elected in a proxy contest won by shareholders seeking change, has been named chairman of both boards. The five-member boards include Houston and Larrowe, newly elected T. Mauyer Gallimore and James W. Shortt, and incumbent Dr. Joseph H. Conduff.

Incumbents Kevin D. Mitchell and G. Harris Warner, Jr. were re-elected but immediately resigned after expressing concerns over the future effectiveness of the corporate board. However, Chairman Houston said that the corporate board – with three members representing the new guard and two the old guard – is singularly focused and prepared to work as a group to improve areas of the bank that will benefit local investors, customers, employees and the community.

“We were elected because shareholders believed that the right people could make a good bank better,” Houston said. “That is our promise to shareholders. The individual to lead us in that direction is Mike Larrowe, who has proven himself over and over during his banking career as someone with an extraordinary range of skills and experience. Mike is exactly what our bank needs.”

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Larrowe, who joined the Bank of Floyd last year as the bank’s No. 2 executive, succeeds former president and CEO Leon Moore pursuant to the organization’s succession plan. With more than 30 years service in the financial industry, Larrowe’s career is an accumulation of experience he earned in executive roles with several banks and as a financial consultant working with more than 100 community banks. In those capacities, Larrowe was responsible for Management Advisory Services, Strategic Planning, Information Technology and Credit Advisory Services.

As recently as early 2011, Larrowe served as chief administrative officer and executive vice president for Waccamaw Bank in Whiteville, N.C. He was also chief operating officer and executive vice-chairman of the Bank of the Carolinas in Mocksville, N.C. before also being named its chief financial officer.

Larrowe also served the public accounting firm of Elliott Davis, LLC as a regional managing shareholder and as the company’s vice-chair of the Financial Institutions Group. His experience includes extensive knowledge in GAAP (Generally Accepted Accounting Practices) and SEC (Security Exchange Commission) policies.

“Our management team and the board have already begun to work as one to identify what course of action we need to take to make our bank even more successful,” said Larrowe, a certified public accountant and a graduate of Virginia Tech with degrees in accounting and corporate finance. “We have also begun to evaluate our credit and underwriting processes so that we’ll be able to significantly shorten our response time for loan requests.”

Larrowe, a frequent guest speaker to a number of state banking associations on a range of topics, understands the importance of working closely with clients. He founded Larrowe & Company, which grew to 35 employees providing accounting services to approximately 45 banking clients before it eventually merged with Elliott Davis, LLC. Larrowe is a graduate of the National School of Banking and McIntire School of Commerce at the University of Virginia in Charlottesville.

Chairman Houston says it may surprise some how well the new leadership and the new board are coming together.

“We want our customers to be fans of our bank, to be passionate about banking with us and to know just how much we care about them and appreciate their business,” Houston said. “Our bank means a great deal to us personally and to the community as well, yet at the end of the day, it’s about taking the appropriate steps to ensure our independence as a bank and the continued success of our shareholders, customers and employees.”

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