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

July 13, 2012

Date of Report (Date of earliest event reported)

CNB CORPORATION

(Exact name of registrant as specified in its charter)

Michigan	033-00737	38-2662386
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

303 North Main Street, Cheboygan MI 49721

(Address of principal executive offices, including Zip Code)

(231) 627-7111

(Registrant’s telephone number, including area code)

NO CHANGE

(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 8.01. Other Events

At its June 28, 2012 Board meeting, the Board of Directors of Citizens National Bank of Cheboygan (the “Bank”), a wholly owned subsidiary of CNB Corporation (the “Corporation”), elected a new member to its Board. The new director’s name is Rick A. Tromble. Mr. Tromble will serve on the Board of the Bank until the annual election of directors for CNB Corporation where he will be nominated for election to the Board of the Corporation.

As reported in an 8-K dated May 17, 2012 Ms. Eno, CNB Corporation President & CEO communicated to shareholders at the Annual Meeting of Shareholders held May 15, 2012 the potential for the Corporation to deregister its common stock with the Securities and Exchange Commission under Section 12(g)(4) of the Securities Exchange Act of 1934, as amended by the Jumpstart Our Business Startups Act (as amended, the “Exchange Act”), with the Securities and Exchange Commission. The Corporation will be filing for deregistration under the Exchange Act and deregistration is effective 90 days after filing.

On July 13, 2012, CNB Corporation issued a quarterly shareholder brochure in which it reviewed earnings for the year to date period ending June 30, 2012.

A copy of the information contained in the Corporation’s brochure is attached hereto as Exhibit 99 and is hereby incorporated by reference into this Form 8-K, and made a part hereof.

ITEM 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit 99 Quarterly brochure of CNB Corporation dated July 13, 2012

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.

CNB Corporation

(Registrant)

/s/ Susan A. Eno

Susan A. Eno

President and Chief Executive Officer

Dated: July 13, 2012

Exhibit Index

Exhibit No.	Description
Exhibit 99	Quarterly brochure of CNB Corporation dated July 13, 2012

EX-99

Exhibit 99

Quarterly Shareholder Brochure of CNB Corporation

July 13, 2012

Dear Shareholder,

We are pleased to announce the first six months of 2012 have resulted in positive income for the Corporation, well ahead of 2011. It is anticipated this trend will continue given the reduction in both other real estate owned and past due loan levels.

Highlights of financial performance for the first half of 2012 follow:

• Assets totaled $252.2 million as of June 30, 2012, compared to assets of $248.3 million at June 30, 2011; an increase of 1.60%. Nearly $5 million of the increase is attributable to the escrow account from the sale of Cheboygan Memorial Hospital which is expected to be liquidated by year-end. The increase in deposits is also attributable, in part, to the escrow account.

• Loans on June 30, 2012 were $118.2 million, down from $126.9 million on June 30, 2011; a decrease of 6.9%. Loans at December 31, 2011 were $118.4 million. The relatively unchanged loan balance from December 31, 2011 to June 30, 2012 is an indication that new loan growth is keeping pace with loan payoffs and a sign that business and consumer confidence is returning.

• Allowance for loan losses increased $1.9 million over 2011 and is now 3.4% of total outstanding loans. This reflects management’s conservative approach to potential loan losses.

• Net interest income through June 30, 2012 was $3.7 million, a reduction of $249,000 over the same period in 2011. The sustained low interest rate environment continues to put pressure on both deposit and loan rates.

• Net realized gains from the sale of loans for the first six months of 2012 was $338,000, compared to $67,000 for the same period in 2011. Mortgage customers are responding well to our marketing efforts and taking advantage of 15-year mortgage rates below 3%. The Company, in turn, is able to take advantage of secondary market pricing to sell the loans for increased gains.

As noted at the 2012 annual meeting of shareholders the passage of the Jumpstart Our Business Startups (JOBS) Act earlier this year makes it possible for the Corporation to pursue deregistration. Once the deregistration process is complete shareholders will be provided with updated information on the financial reporting and stock trading process. Upon deregistration stock trades can be handled through a broker or in-house using a system similar to what was in place prior to 2007.

At the annual meeting of shareholders the previous year’s slate of directors were all reelected for another term and at the organizational meeting of the Corporation Vincent J. Hillesheim was reelected as Chairman of the Board of Directors and Thomas J. Ellenberger was reelected as Chairman of the Audit Committee. Additionally, at its June 28, 2012 meeting the Citizens National Bank Board of Directors appointed Rick A. Tromble as a new director. Locally, Rick owns Tromble Bay Farms and is a partner in Cheboygan’s Fernelius Ford dealership. His business knowledge and dedication to community make Rick a welcome addition to the board.

I continue to invite your comments and questions. Please don’t hesitate to call or stop in.

Sincerely,

Susan A. Eno

President & CEO

CNB Corporation

Consolidated Balance Sheets

(UNAUDITED)

in thousands of dollars

	June 30,
	2012			2011
ASSETS
Cash and due from banks	$	4,056		$	3,842
Interest-bearing deposits with other financial institutions		14,099			11,082
Federal funds sold		0			0
Total cash and cash equivalents		18,155			14,924
Time deposits with other financial institutions		14,469			9,806
Securities available for sale		82,156			71,065
Securities held to maturity (market value of $4,456 in 2012 and $ 7,699 in 2011)		4,030			7,116
Other securities		997			997
Total investment securities		87,183			79,178
Loans		118,174			126,954
Less allowance for loan losses		(3,978	)		(2,090	)
Loans, Net		114,196			124,864
Premises and equipment, net		5,307			5,334
Other assets		12,916			14,149
Total assets	$	252,226		$	248,255
LIABILITIES
Deposits
Noninterest-bearing demand	$	54,713		$	46,631
Interest-bearing deposits		174,664			175,970
Total deposits		229,377			222,601
Other liabilities		4,394			4,353
Total liabilities		233,771			226,954
SHAREHOLDERS' EQUITY
Common Stock		3,030			3,030
Surplus		19,499			19,499
Retained Earnings and Accumulated other
Comprehensive Income/(Loss)
		(4,074	)		(1,228	)
Total shareholders’ equity		18,455			21,301
Total liabilities and shareholders’ equity	$	252,226		$	248,255

Consolidated Statement of Income

(Unaudited)

in thousands of dollars

Six months ended June 30,

	2012			2011			2010
INTEREST INCOME
Interest and fees on loans	$	3,637		$	3,884		$	4,466
Interest on securities:
Taxable		385			549			476
Tax exempt		169			246			278
Other interest income		108			106			115
Total interest income		4,299			4,785			5,335
INTEREST EXPENSE ON DEPOSITS		555			792			1,129
NET INTEREST INCOME		3,744			3,993			4,206
Provision for loan losses		860			700			375
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		2,884			3,293			3,831
NONINTEREST INCOME
Service charges and fees		488			498			515
Net realized gains from sale of loans		338			67			80
Loan servicing fees, net of amortization		(8	)		46			45
Gains on the sale of assets		400			0			0
Gains on life insurance proceeds		0			0			189
Gain on sale of investment securities		274			0			5
Other income		210			274			170
Total noninterest income		1,702			885			1,004
NONINTEREST EXPENSES
Salaries and benefits		2,050			1,966			1,959
Occupancy		468			502			496
FDIC insurance premiums		177			219			262
Expenses relating to ORE property		(10	)		204			265
Other expenses		1,003			1,038			952
Total noninterest expenses		3,688			3,929			3,934
INCOME BEFORE INCOME TAXES		898			249			901
Income tax expense		221			(33	)		129
NET INCOME	$	677		$	282		$	772
BASIC NET INCOME PER SHARE	$	0.56		$	0.23		$	0.64