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):  January 20, 2012 (January 18, 2012)

CAPITOL BANCORP LIMITED

(Exact name of registrant as specified in its charter)

Michigan	001-31708	38-2761672
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
Capitol Bancorp Center
200 N. Washington Square, Lansing, MI
(Address of principal executive offices)
48933
(Zip Code)

(517) 487-6555

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

On January 18, 2012, Capitol Bancorp Ltd. (“Capitol”) reconvened the annual meeting of holders of its common stock (the “Annual Meeting”).  At the record date for the Annual Meeting, November 4, 2011, there were 41,045,267 shares of common stock outstanding and entitled to vote.  At the reconvened session of the Annual Meeting, 29,959,810 shares of common stock (72.99%) were represented in person or by proxy and, accordingly, a quorum was present.  The proposals, as set forth in the Supplement dated December 13, 2011 to the proxy statement dated November 10, 2011, that were presented and voted on are as follows:

Proposal Three: Amendment to Articles of Incorporation to Require Majority Voting for the Election of Directors

Number of Votes Cast For: 5,855,952

Number of Votes Against: 10,435,160

Number of Votes Abstained: 188,627

Number of Broker Non-Votes: Not Applicable

Proposal Four: Redemption of Preferred Stock Purchase Rights Under Capitol’s Tax Benefits Preservation Plan

Number of Votes Cast For: 3,540,669

Number of Votes Against: 12,590,760

Number of Votes Abstained: 348,308

Number of Broker Non-Votes: Not Applicable

Proposal Five: Implementation of a Policy Requiring Two-Thirds Majority of Independent Directors

Number of Votes Cast For: 3,953,923

Number of Votes Against: 12,371,672

Number of Votes Abstained: 154,142

Number of Broker Non-Votes: Not Applicable

Proposal Six: Declassification of the Board of Directors

Number of Votes Cast For: 3,287,602

Number of Votes Against: 9,507,763

Number of Votes Abstained: 296,420

Number of Broker Non-Votes: Not Applicable

A copy of Capitol’s announcement of the voting results is attached as an exhibit to this report.

Item 9.01. Financial Statements and Exhibits

(d)   Exhibits

99.1   Press Release of Capitol Bancorp Limited dated January 20, 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.

	CAPITOL BANCORP LIMITED
Date: January 20, 2012	By:	/s/ Cristin K. Reid
		Cristin K. Reid
		Corporate President

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INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
99.1		Press Release dated January 20, 2012

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EX-99.1

EXHIBIT 99.1

       Capitol Bancorp Center 200 Washington Square North Lansing, MI 48933   2777 East Camelback Road Suite 375 Phoenix, AZ 85016 www.capitolbancorp.com                                              

Analyst Contact:     Media Contact: Michael M. Moran Chief of Capital Markets 877-884-5662   Stephanie Swan Director of Shareholder Services 517-372-7402

Capitol Bancorp Announces Results of Reconvened Annual Meeting

LANSING, Mich., and PHOENIX, Ariz.: January 20, 2012:  Capitol Bancorp Limited (“Capitol”) (OTCQB: CBCR) announced today the results of its reconvened annual meeting of shareholders held on Wednesday, January 18, 2012.  More than 70 percent of Capitol’s outstanding shares voted on the shareholder proposals.  As recommended by the board of directors, the majority of votes cast were against the proposals, with 64 percent voting against the proposal to amend Capitol’s articles of incorporation to require majority voting for the election of directors, more than 78 percent voting against the proposal to redeem the preferred stock purchase rights under Capitol’s tax benefits preservation plan, nearly 76 percent voting against the proposal to implement a policy requiring that the board of directors be comprised of a two-thirds majority of independent directors, and more than 74 percent voting against the declassification of the board of directors.

About Capitol Bancorp Limited

Capitol is a national community banking company with a network of separately chartered banks in 11 states.  Founded in 1988, Capitol has executive offices in Lansing, Michigan, and Phoenix, Arizona.

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