Peoples Bancorp of North Carolina (PEBK) 8-K Submission of Matters to a Vote of Security Holders

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 5, 2011
Peoples Bancorp of North Carolina, Inc.
(Exact Name of Registrant as Specified in Its Charter)
North Carolina
(State or Other Jurisdiction of Incorporation)
000-27205	56-2132396
(Commission File No.)	(IRS Employer Identification No.)
518 West C Street, Newton, North Carolina	28658
(Address of Principal Executive Offices)	(Zip Code)
(828) 464-5620
(Registrant’s Telephone Number, Including Area Code)
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))

Peoples Bancorp of North Carolina, Inc.
INDEX
	Page
Item 5.07 - Submission of Matters to a Vote of Security Holders	3
Signatures	4

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Item 5.07	Submission of Matters to a Vote of Security Holders
	(a)	Annual Shareholders' Meeting - May 5, 2011
	(b)	Directors elected at the meeting are as follows: James S. Abernethy, Robert C. Abernethy, Douglas S. Howard,
		John W. Lineberger, Jr., Gary E. Matthews, Billy L. Price, Jr. MD, Larry E. Robinson, William Gregory Terry,
		Dan Ray Timmerman, Sr. and Benjamin I. Zachary
		At the May 5, 2011 Annual Shareholders' Meeting the following items were submitted to a vote of shareholders:

1) Election of Directors:

	Vote For	Votes Withheld	Broker Non-votes
James S. Abernethy	3,872,427	31,220	1,051,283
Robert C. Abernethy	3,872,071	31,576	1,051,283
Douglas S. Howard	3,883,901	19,746	1,051,283
John W. Lineberger, Jr.	3,876,765	26,882	1,051,283
Gary E. Matthews	3,883,657	19,990	1,051,283
Billy L. Price, Jr. MD	3,883,189	20,458	1,051,283
Larry E. Robinson	3,883,927	19,720	1,051,283
William Gregory Terry	3,883,106	20,541	1,051,283
Dan Ray Timmerman, Sr.	3,884,283	19,364	1,051,283
Benjamin I. Zachary	3,883,727	19,920	1,051,283

2)	Participation in advisory (non-binding) vote to approve the compensation of the Company's executive officers
	Votes For - 3,719,947; Votes Against - 128,712; Votes Abstained - 54,986
3)	Ratification of appointment of Independent Registered Public Accountants - Porter Keadle Moore, LLP
	Votes For - 4,934,203; Votes Against - 8,309; Votes Abstained - 12,418

(c) Not applicable

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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.

	PEOPLES BANCORP OF NORTH CAROLINA, INC.
Date:  May 9, 2011	By:	/s/ A. Joseph Lampron, Jr.
	A. Joseph Lampron, Jr.
	Executive Vice President and Chief Financial Officer

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