Encore Bancshares (EBTX) 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 12, 2011

ENCORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Texas	001-33598	76-0655696
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Nine Greenway Plaza, Suite 1000

Houston, Texas 77046

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (713) 787-3100

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 5.07 Submission of Matters to a Vote of Security Holders

On May 12, 2011, Encore Bancshares, Inc. (the “Company”) held its Annual Meeting of Shareholders, at which time shareholders were asked to consider three proposals, as follows:

1. To elect eleven (11) directors to serve on the Board of Directors of the Company until the Company’s 2012 annual meeting of shareholders, and each until their successors are duly elected and qualified, or until their earlier resignation or removal;

2. To ratify the appointment of Deloitte & Touche, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2011;

3. To consider and approve an amendment to the Company’s 2008 Stock Awards and Incentive Plan to increase the number of shares issuable thereunder from 500,000 to 750,000; and

4. To consider and approve an advisory (non-binding) resolution approving the compensation of the Company’s named executive officers.

The vote tabulation was as follows:

1. Election of eleven (11) directors to serve on the Board of Directors of the Company until the Company’s 2012 annual meeting of shareholders:

	Votes For		Votes Withheld		Broker Non-Votes
Carin M. Barth		7,987,070		355,004		917,832
James S. D’Agostino, Jr.		8,304,266		37,808		917,832
Charles W. Jenness		8,299,266		42,808		917,832
J. Bryan King		8,310,615		31,459		917,832
Walter M. Mischer, Jr.		8,101,433		240,641		917,832
Preston Moore		8,299,266		42,808		917,832
Edwin E. Smith		8,310,615		31,459		917,832
Eugene H. Vaughan		8,310,615		31,459		917,832
David E. Warden		8,310,615		31,459		917,832
J. Harold Williams		8,249,535		92,539		917,832
Randa Duncan Williams		8,311,775		30,299		917,832

2. To ratify the appointment of Deloitte & Touche, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2011:

Votes For	Votes Against		Votes Abstained		Broker Non-Votes
9,258,178		1,228		500		0

3. To consider and approve an amendment to the Company’s 2008 Stock Awards and Incentive Plan to increase the number of shares issuable thereunder from 500,000 to 750,000:

Votes For	Votes Against		Votes Abstained		Broker Non-Votes
6,226,081		2,114,164		1,829		917,832

4. To consider and approve an advisory (non-binding) resolution approving the compensation of the Company’s named executive officers:

Votes For	Votes Against		Votes Abstained		Broker Non-Votes
8,224,757		114,988		2,329		917,832

- 3 -

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.

	ENCORE BANCSHARES, INC.
	(Registrant)
Dated: May 13, 2011	By:	/s/ James S. D’Agostino, Jr.
		James S. D’Agostino, Jr.
		Chairman and Chief Executive Officer