8-K

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): October 12, 2011

ECB BANCORP, INC.

(Exact name of registrant as specified in its charter)

North Carolina	000-24753	56-2090738
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

Post Office Box 337

Engelhard, North Carolina 27824

(Address of principal executive offices) (Zip Code)

(252) 925-5501

(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:

¨ 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

A special meeting of the stockholders of ECB Bancorp, Inc. (the “Company”) was held on October 12, 2011. The final results for each of the matters submitted to a vote of stockholders at the special meeting are as follows:

1. A proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 10,000,000 to 50,000,000.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
1,678,434	202,241	40,042	—

2. A proposal to amend the Company’s Articles of Incorporation to authorize a new class of mandatorily convertible non-voting common stock.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
1,216,446	202,028	43,761	458,482

3. A proposal to approve, for purposes of Nasdaq Stock Market Rule 5635, the issuance of shares of the Company’s common stock to certain institutional investors in a private placement offering pursuant to the terms of a Securities Purchase Agreement, dated as of June 30, 2011 and amended and restated as of September 9, 2011, and related documents.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
1,267,211	155,823	39,201	458,482

4. A proposal to approve the ECB Bancorp, Inc. 2011 Equity Plan.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
1,134,778	283,569	25,438	476,932

Item 8.01 Other Events

On October 12, 2011, the Company issued a press release announcing the results of its special meeting of stockholders held on October 12, 2011. A copy of the Company’s press release dated October 12, 2011 is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated October 12, 2011

SIGNATURE

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 thereunto duly authorized.

	ECB BANCORP, INC.
Date: October 12, 2011	By:	/s/ A. Dwight Utz
		A. Dwight Utz
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

October 12, 2011

CONTACT:	ECB Bancorp, Inc.
	A. Dwight Utz, President and CEO
	(252) 925-5509 Office or
	(800) 849-2265 OR
	Thomas M. Crowder, Executive Vice President and CFO
	(252) 925-5520
	(252) 925-8491 facsimile

FOR IMMEDIATE RELEASE

ECB BANCORP, INC. ANNOUNCES SHAREHOLDER APPROVAL OF

PRIVATE PLACEMENT RELATED PROPOSALS

ENGELHARD, N.C.- ECB Bancorp, Inc. (NASDAQ:ECBE) (“ECB” or the “Company”), the parent company of East Carolina Bank (the “Bank”), announced today that its shareholders approved several proposals necessary to consummate the previously announced $79.7 million private placement of its common stock with institutional investors. The proposals, which included two amendments to the Company’s articles of incorporation and a Nasdaq required private placement proposal, were approved at the October 12, 2011 special meeting of shareholders. At the special meeting, shareholders also approved the Company’s 2011 Equity Plan.

“Obtaining shareholder approval of these proposals is a very important step for us to complete our capital raise,” said A. Dwight Utz, President and Chief Executive Officer of the Company. “We are now awaiting the necessary bank regulatory approvals in order to consummate the private placement.”

About ECB Bancorp, Inc.

ECB Bancorp, Inc. is a bank holding company, headquartered in Engelhard, North Carolina, whose wholly-owned subsidiary, The East Carolina Bank, is a state-chartered, independent community bank insured by the FDIC. The Bank provides a full range of financial services through its 25 offices covering eastern North Carolina from Currituck to Ocean Isle Beach and

Greenville to Hatteras. The Bank also provides Mortgage, Wealth Management, and Insurance Services through the Bank’s licensed agents. The Company’s common stock is listed on The NASDAQ Global Market under the symbol “ECBE.” More information can be obtained by visiting ECB’s web site at www.MyECB.com.

Caution About Forward-Looking Statements

Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, the Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011 and in other documents filed by the Company with the Securities and Exchange Commission from time to time. Forward-looking statements may be identified by terms such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “feels”, “believes”, “estimates”, “predicts”, “forecasts”, “potential” or “continue”, or similar terms or the negative of these terms, or other statements concerning opinions or judgments of the Company’s management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to: the regulatory approvals required for the offering may not be obtained or may not be obtained on the terms expected or on the schedule that we anticipate; and other closing conditions for the offering may not be satisfied. In addition, factors that could have a material impact on the results of operations of the Company include, but are not limited to, pressures on the Company’s earnings, capital and liquidity resulting from current and future conditions in the credit and equity markets; the financial success or changing strategies of the Company’s customers; actions of government regulators or changes in laws, regulations or accounting standards that adversely affect our business; changes in the interest rate environment and the level of market interest rates that reduce our net interest margins and/or the values of loans we make and securities we hold; weather and similar conditions, particularly the effect of hurricanes on the Company’s banking and operations facilities and on the Company’s customers and the communities in which it does business; continued or unexpected increases in credit losses in the Company’s loan portfolio; continued adverse conditions in general economic conditions and real estate values in our banking market (particularly as those conditions affect our loan portfolio, the abilities of our borrowers to repay their loans, and the values of loan collateral); and other developments or changes in our business that we do not expect. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements in this paragraph. The Company has no obligation, and does not intend, to update these forward-looking statements.

laws, regulations or accounting standards that adversely affect our business; changes in the interest rate environment and the level of market interest rates that reduce our net interest margins and/or the values of loans we make and securities we hold; weather and similar conditions, particularly the effect of hurricanes on the Company’s banking and operations facilities and on the Company’s customers and the communities in which it does business; continued or unexpected increases in credit losses in the Company’s loan portfolio; continued adverse conditions in general economic conditions and real estate values in our banking market (particularly as those conditions affect our loan portfolio, the abilities of our borrowers to repay their loans, and the values of loan collateral); and other developments or changes in our business that we do not expect. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements in this paragraph. The Company has no obligation, and does not intend, to update these forward-looking statements.

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