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, 2010

MidSouth Bancorp, Inc.

(Exact name of registrant as specified in its charter)
Louisiana	1-11826	72-1020809
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
102 Versailles Boulevard, Lafayette, Louisiana		70501
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code 337-237-8343

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

On June 2, 2010, MidSouth Bancorp, Inc. (the “Company”) filed Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Amendment”) with the Louisiana Secretary of State increasing the Company’s total authorized common stock from 10 million shares to 30 million shares. As described below under Item 5.07 of this Current Report, the Articles of Amendment were approved by the shareholders at the 2010 Annual Meeting of Shareholders.

The foregoing description of the Articles of Amendment is qualified in its entirety by reference to the Articles of Amendment, a copy of which is filed hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 26, 2010, the Company held its 2010 Annual Meeting of Shareholders, at which time all matters submitted to a vote of our shareholders as described in the proxy statement filed by the Company with the SEC on April 12, 2010 were approved. At the 2010 Annual Meeting, 7,991,219 shares were represented in person or by valid proxy, and our shareholders took the following actions:

Election of Directors - Shareholders elected Will Charbonnet, Sr., Clayton Paul Hilliard and Joseph V. Tortorice, Jr. to serve as Class II Directors until the 2013 Annual Meeting of Shareholders or until their successors are elected and qualified. The number of votes cast for each of these individuals is as set forth below:

Director	Shares For	Shares   Withheld	Broker Non- Votes
Will Charbonnet, Sr.	6,472,863	62,070	1,456,286
Clayton Paul Hilliard	6,472,863	62,070	1,456,286
Joseph V. Tortorice, Jr	6,476,476	58,457	1,456,286

Non-binding advisory resolution regarding executive compensation - Shareholders approved a non-binding advisory resolution regarding executive compensation. The vote totals were 7,805,669 shares for, 165,352 shares against, and 20,198 share abstentions.

Increase Number of Authorized Shares of Common Stock - Shareholders approved Articles of Amendment to increase the number of authorized shares of common stock from 10 million shares to 30 million shares. The vote totals were 7,181,432 shares for, 790,185 shares against, and 19,602 share abstentions.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation of MidSouth Bancorp, Inc. filed on June 2, 2010

1

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 hereunto duly authorized.

		MIDSOUTH BANCORP, INC.               (Registrant)
Date:	June 2, 2010	By:	/s/ James R. McLemore
			James R. McLemore Senior Executive Vice President and Chief Financial Officer

2

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

MIDSOUTH BANCORP, INC.

MidSouth Bancorp, Inc., a Louisiana corporation (the “Corporation”), pursuant to the provisions of the Louisiana Business Corporation Law, La.R.S. 12:31 et seq., acting through its undersigned President and Chief Executive Officer, does hereby certify that:

FIRST: On May 26, 2010, at an annual meeting of shareholders at which 7,991,219 of the 9,723,268 shares of common stock, par value $0.10 per share, of the Corporation, having one vote per share, entitled to vote were present or represented at the meeting, the holders of 82.19% of the voting power of the Corporation present or represented at the meeting, by a vote of 7,181,432 shares of Common Stock for, 790,185 shares against and 19,602 shares abstaining, adopted a resolution to amend the Amended and Restated Articles of Incorporation of the Corporation, as set forth in paragraph SECOND below.

SECOND: Subpart A of Article III of the Amended and Restated Articles of Incorporation of the Corporation is amended to read in its entirety as follows:

“A. Authorized Stock. The Corporation shall have the authority to issue 35,000,000 shares of capital stock, of which 30,000,000 shares shall be Common Stock, $0.10 par value per share, and 5,000,000 shares shall be Preferred Stock, no par value per share.”

IN WITNESS WHEREOF, these Articles of Amendment to the Amended and Restated Articles of Incorporation are executed in the Corporation’s behalf on this 26th day of May, 2010.

MIDSOUTH BANCORP, INC.
By:	/s/ C.R. Cloutier
Name: Title:	C.R. Cloutier President and Chief Executive Officer

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, personally appeared C.R. Cloutier, to me known to be the President and Chief Executive Officer of MidSouth Bancorp, Inc. and the person who executed the foregoing Articles of Amendment to the Amended and Restated Articles of Incorporation in such capacity, and who, being duly sworn, acknowledged in my presence and in the presence of the undersigned witnesses that he was authorized to and did execute that instrument in such capacity for the said corporation, as his and its free act and deed.

IN WITNESS WHEREOF, the appearer and witnesses and I have hereunto affixed our signatures on this 26^th day of May, 2010.

WITNESSES:
Signature:	/s/ Shaleen B. Pellerin			/s/ C.R. Cloutier
				C.R. Cloutier
Print Name:	Shaleen B. Pellerin
Signature:	/s/ Sally D. Gary
Print Name:	Sally D. Gary
		/s/ Jay Angelle
		Notary Public
		Print Name:	Jay Angelle
		Notary or       Bar Roll #:	22231
		Commission       Expires:	At death