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 26, 2015

COLONY BANKCORP, INC.

(Exact name of registrant as specified in its charter)

Georgia	000-12436	58-1492391
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

115 South Grant Street, Fitzgerald, Georgia 31750

(Address of principal executive offices)

(229) 426-6000

Registrant's Telephone Number, including area code

N/A

(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 Instruction 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a meeting held on February 17, 2015, the Company’s board of directors approved an amendment to the Company’s bylaws, attached as Exhibit 99.1 to this Form 8-K and incorporated into this Item 5.03 by reference, and recommended that the amendment be approved by the shareholders at the Company’s annual meeting of shareholders held on May 26, 2015.  The bylaws amendment was approved by the shareholders of the Company by a majority vote at the annual meeting, as shown in Item 5.07 below.

Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of the shareholders of the Company was held on May 26, 2015.  At the Annual Meeting of the Shareholders, proxies were solicited under Regulation 14 of the Securities Exchange Act of 1934.  Total shares eligible to vote amounted to 8,439,258.  A total of 5,019,448.22 shares (59.48%) were represented by shareholders, in attendance or by proxy.  The following directors were elected to serve one year until the next annual meeting.

	For	Against
Scott L. Downing	4,868,636.60	150,811.62
M. Frederick Dwozan, Jr.	4,936,807.80	82,640.42
Terry L. Hester	4,935,665.80	83,782.42
Ed Loomis	4,936,807.80	82,640.42
Mark H. Massee	4,935,235.80	84,212.42
Jonathan W.R. Ross	4,931,504.80	87,943.42
B. Gene Waldron	4,934,728.80	84,719.42

The shareholders approved the Advisory (non-binding) Resolution on Executive Compensation with a final vote count as follows:

For	Against	Abstain
4,814,717.75	109,068.59	95,661.88

The shareholders approved the amendment to the Company’s bylaws as follows:

For	Against	Abstain
4,909,621.04	104,447.18	5,380.00

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being filed as part of this Report on Form 8-K:

Exhibit Name	Description
99.1	Amendment to the Company’s Bylaws Adopted May 26, 2015

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.

	COLONY BANKCORP, INC.
Date:   May 28, 2015	By:	/s/ Terry L. Hester
		Terry L. Hester
		Executive Vice-President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Amendment to the Company’s Bylaws Adopted May 26, 2015

At the annual meeting of the corporation held on May 26, 2015, Article II, Section 2.2 of the bylaws of Colony Bankcorp, Inc. were amended upon ratification by majority vote of the shareholders present in person and by proxy following the recommendation of the board of directors of the corporation at its regular February 17, 2015 board meeting. As amended said bylaws read as follows:

ARTICLE II

2.2 – Annual Meetings

The annual meeting of the shareholders of the corporation shall be held on the fourth Tuesday in May of each year unless that day is a legal holiday and in that event on the next succeeding business day, for the purpose of electing directors and transacting any and all business that may properly come before the meeting.

The undersigned does hereby certify that he is the Secretary of the Board of Directors of Colony Bankcorp, Inc., and was appointed secretary for the annual meeting of the shareholders of Colony Bankcorp, Inc. held on May 26, 2015, and that at said annual meeting a motion was duly made, seconded, and carried by a majority vote of those present in person and by proxy, a quorum being present, to amend Section 2.2 of Article II of the bylaws of the corporation to change the meeting date of the annual meeting of the shareholders.

SO CERTIFIED this 26^th day of May, 2015.

/s/ Terry L. Hester

Secretary of the Board

/s/ Terry L. Hester

Secretary of Colony Bankcorp, Inc.